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

Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (ii) either (1) the Company exercises its right to terminate Executive’s employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company, as severance, shall pay to Executive, (i) an amount equal to eighteen (18) months of Executive’s then-current Base Salary payable in equal semi-monthly installments plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, in the case of (ii)(1) or (2) above, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreement.

Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate If, during the Term, the Executive’s employment hereunder other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (ii) either (1) with the Company exercises its right to terminate Executive’s employment hereunder is terminated by the Company for any reason other than for Cause (and not due to death or (2Disability) or by the Executive terminates his employment hereunder for Good Reason under Section 7.4Reason, the Company, as severance, shall pay Executive will be entitled to Executive, (i) an the Accrued Obligations and Other Benefits, payable in accordance with Section 8(a)(i) and Section 8(a)(ii); (ii) subject to Section 8(f), a lump sum cash amount equal to eighteen (18) months of the Executive’s then-then current Annual Base Salary Salary, payable in equal semi-monthly installments plus (ii) an amount in cash equal on the next payroll date immediately following the eighth day following the Executive’s delivery to the then-prevailing target amount Company of Executive’s Annual Bonus a properly executed Release in accordance with Section 8(f) of this Agreement; (“Target Bonus”iii) during the year COBRA Continuation Benefit up to the 12 month anniversary of termination multiplied the Date of Termination; and (iv) subject to Section 8(f), all equity awards (if any) granted by a fractionthe Company to, or otherwise held by the Executive shall immediately vest in full and any repurchase provisions (other than fair market value repurchase provisions) shall lapse and may be exercised and/or settled in accordance with the applicable plan or award agreement; provided, however, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwisemay elect, and the Company will allow, the payment of the exercise price of any outstanding vested stock options, warrants or other equity award, and the satisfaction of any required tax withholding with respect to any vested outstanding stock option, warrant or other equity award, through the withholding of shares otherwise issuable to the Executive pursuant to the stock option or other equity award. The payments and rights receivable by Executive pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition 8(c) is referred to herein as the foregoing, in the case of (ii)(1“Section 8(c) or (2) above, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this AgreementBenefit”).

Termination by the Company other than for Cause or by Executive for Good Reason. The If Executive's employment is terminated by the Company may terminate Executive’s employment hereunder for any reason other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (ii) either (1) the Company exercises its right to terminate , including Executive’s employment hereunder other than for Cause 's death or (2) the Disability, or Executive terminates his employment hereunder for Good Reason under Section 7.4(as defined below), the Company, as severance, shall pay to Executive, then (i) an amount equal to eighteen (18) months of Executive’s then-current Base Salary payable in equal semi-monthly installments plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, in the case of (ii)(1) or (2) above, the Company shall promptly (but in no event later than sixty (60) pay Executive, within 30 days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxesa lump sum cash payment equal to the sum of (A) his Base Salary, withholding and deductionsunreduced, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. Executive shall also be entitled to any fringe benefits which have vested through the day on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder Term would have ended (as extended, if theretofore extended) if not terminated pursuant to this Section 7.54 (the "Cutoff Date"), upon termination and (B) the average of the last two years' bonuses paid to Executive (unless termination occurs prior to any bonuses being paid to Executive in which event such average shall be deemed to be 150% of Base Salary), multiplied by the number of whole and partial years (rounded to the nearest 100th (. 01)) remaining until the Cutoff Date; provided, however, that if Executive’s 's employment terminates due to death or Disability, the lump sum cash payment pursuant to this Section 7.5clause (i) shall be equal to the Base Salary Executive would have earned through the end of the fiscal year in which the death or Disability occurs; (ii) the Options shall immediately vest and any then outstanding Options held by Executive shall remain exercisable until the later of the Cutoff Date or two years from the date of termination; (iii) the Restricted Stock shall immediately vest and all restrictions shall lapse; (iv) the Company shall maintain until the Cutoff Date, the parties at its expense (provided that Executive continues to make all required employee contributions), all insurance coverages and medical and health benefits in respect of Executive and his family that shall have no further rights or obligations under this Agreement.been in effect with respect to Executive and his immediate family immediately

Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (ii) either (1) the Company exercises its right to terminate Executive’s employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company, as severance, Company shall pay to Executive, (i) as severance, an amount equal to eighteen six (186) months of Executive’s then-current Base Salary base salary, payable in equal semi-monthly installments plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365installments. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, in the case of (ii)(1) or (2) above, the Company shall promptly (but in no event later than sixty thirty (6030) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereofhereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreement.

Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (iia) either (1i) Executive's employment with the Company exercises its right to terminate Executive’s employment hereunder is terminated by the Company other than for Cause (which, except as provided in subsection (vi) below, shall include the failure by the Company to renew this Agreement under Paragraph 2 hereof), or other than for Executive's death or Disability, or (ii) the Executive voluntarily terminates his employment for Good Reason, and (b) with respect to the benefits under clause (ii), (iii), (iv) and (v) below, Executive executes and does not revoke the Separation Agreement in the form attached hereto as Attachment A within the sixty (60)-day period beginning on Executive's termination date, Executive shall receive the following: (i) All Accrued Compensation as of Executive's termination date and any other awards or benefits payable to Executive pursuant to the terms of any plan or policy of the Company; (ii) A lump sum payment equal to two (2) times his annual “Base Salary” (as defined in Paragraph 3) then in effect, which amount shall be paid within the sixty (60)-day period beginning on Executive's termination date; (iii) Prorated bonuses and incentives for the annual performance period which includes Executive's termination date, calculated as the bonuses and incentives Executive terminates his employment hereunder would have received for Good Reason under Section 7.4, the Company, as severance, shall pay to Executive, (i) an amount equal to eighteen (18) months of Executive’s then-current Base Salary payable in equal semi-monthly installments plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination such period based on actual performance multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) Executive was employed during the year of termination annual performance period, and the denominator of which is 365. Executive will not Any such amounts shall be required paid when annual bonuses are paid to mitigate the amount other members of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, in the case of (ii)(1) or (2) above, the Company shall promptly (Management; but in no event later than sixty (60) days March 15 of the calendar year following the later of (A) the calendar year in which the bonus is earned or (B) the calendar year in which the bonus is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A; (iv) If and to the extent Executive timely elects continuation of coverage under any health or medical plan or policy of the Company under Code Section 4980B or under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA), Executive will receive on a monthly basis the cost of COBRA continuation coverage for a period not to exceed eighteen (18) months from the termination date of termination) pay or, if earlier, until Executive becomes eligible under another group health plan or otherwise no longer continues to Executive any Base Salary due and owing through the date of such terminationhave COBRA coverage, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. which Executive shall also promptly notify the Company; and (v) In the event Executive voluntarily terminates his employment for Good Reason, such termination shall be entitled treated as an Involuntary Termination (as defined in the Stock Bonus Plan/Award Agreement). (vi) In the event that the Company should fail to renew this Agreement under Paragraph 2 at any fringe benefits which have vested on Executive’s behalf prior time after Executive has reached age 65, such failure to terminationrenew shall not be deemed a “Termination for other than for cause” provided that all requirements of 29 USC § 631 with respect to permissible mandatory retirement programs for “Bona Fide Executives” are met. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which In the parties agree survive termination event 28 USC § 631 may not be applicable due to the value of the Executive’s employment hereunder pursuant annual retirement benefit to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5which Executive is then entitled, the parties Company, at its option, may increase the retirement benefit. In the event the requirements of 29 USC §631 are not met, then Executive's termination shall have no further rights or obligations under this Agreementbe deemed a “Termination other than for cause.”

Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate If, other than as set forth in Section 10.1, the Executive’s employment hereunder is terminated prior to the end of the Term by the Company other than For Cause or is terminated by the Executive for Cause. In Good Reason, then the event that Company shall pay to the Executive after such termination, subject to the Executive’s execution of a standard release agreement containing customary terms and provisions (the “Release”), a severance payment ( the “Severance”) equal to (i) payment the greater of the Change of Control Payment referred to in Section 7.7 has not been made and (iia) either twelve (1) the Company exercises its right to terminate Executive’s employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company, as severance, shall pay to Executive, (i) an amount equal to eighteen (1812) months of Executive’s then-current Base Salary payable for the year in equal semi-monthly installments which the termination by Company occurs or (b) the number of months remaining in the for the Term plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual the actual Bonus (“Target Bonus”earned by the Executive under Section 4.2(a) during hereof for the year prior to the year of such termination multiplied by a fraction, and if the numerator of which is termination occurs in the number of completed days (including the date of termination) during the first year of termination and the denominator Term, one hundred percent (100%) of which is 365the First Year Target Bonus. Executive will not The Severance shall be paid in a lump sum within thirty (30) days after the Release Effective Date (as defined below), less such deductions as shall be required to mitigate the amount of compensation payable to Executive hereunder, be withheld by seeking to secure other employment or otherwise, applicable law and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reasonregulations. In addition addition, if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), then, subject to his execution of the foregoing, in the case of (ii)(1) or (2) aboveRelease, the Company shall promptly reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s eligible dependents. The Executive shall be eligible to receive such reimbursement until the earliest of: (but x) the twelve (12) month anniversary of the date of Executive’s termination of employment; (y) the date the Executive is no longer eligible to receive COBRA continuation coverage; or (z) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employer. For purposes of this Agreement, the term “Release Effective Date” is the date that the Executive executes and delivers the Release to the Company. In addition, in the event of a Termination without cause, subject to Executive’s execution and delivery of the Release, any and all outstanding restricted stock and stock options held by the Executive shall automatically become fully vested and exercisable. The Executive shall have six (6) months to exercise any such stock options following his termination of employment; provided that in no event later than sixty (60) days may the Executive exercise a stock option following the date of termination) pay to Executive any Base Salary due and owing through the original expiration date of such termination, less stock option as set forth in the applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreementaward agreement.

Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s 's employment hereunder other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (ii) either (1) the Company exercises its right to terminate Executive’s 's employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company, as severance, shall pay to Executive, (i) an amount equal to eighteen six (186) months (three (3) months if such termination occurs within one year of the Effective Date) of Executive’s 's then-current Base Salary payable in equal semi-monthly installments plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365installments. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, in the case of (ii)(1) or (2) above, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereofhereof (it being understood and agreed that no portion of the Annual Bonus described in Section 3 shall be deemed accrued unless Executive was employed by the Company as of the last day of the fiscal year to which such Annual Bonus applies). Executive shall also be entitled to any fringe benefits which have vested on Executive’s 's behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s 's employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s 's employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreement.

Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (ii) either (1) the Company exercises its right to terminate Executive’s employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company, as severance, Company shall pay to Executive, as severance, the following amount: (i) if such termination occurs on or before December 31, 2014, an amount equal to eighteen (18) months of Executive’s then-current Base Salary payable in equal semi-monthly installments $750,000 plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during for the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365; and (ii) if such termination occurs on or after January 1, 2015, an amount equal to six (6) months of base salary, in each case payable in equal semi-monthly installments. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, in the case of (ii)(1) or (2) above, the Company shall promptly (but in no event later than sixty thirty (6030) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereofhereof and any unpaid Annual Bonus amounts under Section 3for prior years. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreement.