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. In the event that Executive’s employment with the Company is terminated by the Company other than for Cause or by Executive for Good Reason, then Executive shall receive as follows (with such amounts payable irrespective of whether or not Executive obtains subsequent employment): 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 then-existing plan or policy of the Company (which shall be paid irrespective of whether Executive executes the Separation Agreement); ii. Provided Executive executes and does not revoke, within any legally required period beginning on the date of Executive’s execution, a confidential general release and separation agreement in a form satisfactory to the Company (the “Separation Agreement”), then Executive will receive (1) a prorated bonus amount for the annual performance period up to and including the Executive’s termination date, subject to standard deductions and withholdings. For purposes of this prorated bonus, the Executive shall be presumed to have achieved his individual goals for the year. The prorated bonus shall be subject to a final determination of the Company’s performance and the final payout percentage for this metric. Any such pro rata bonus amount shall be paid in equal installments pursuant to the Company’s regular payroll schedule beginning after the Company makes a final determination of the Company’s performance and the final payout percentage for this metric and concluding twelve (12) months after the first payment is made; (2) a severance payment equal to twelve (12) months of the Executive’s Base Salary then in effect, subject to standard deductions and withholdings, to be paid out over a period of twelve (12) months in equal installments pursuant to the Company’s regular payroll schedule; (3) reimbursement by the Company of Executive’s COBRA premiums, if any, at the coverage levels in effect immediately prior to the date Executive terminates employment until the end of the twelfth (12th) month following the termination of employment date (the “COBRA Premium Payments”). Executive expressly agrees to notify the CEO of the Company immediately upon starting “New Employment,” which will terminate the Company’s obligation to make any remaining COBRA Premium Payments. “New Employment,” as used in this subparagraph, means full-time employment where Executive is eligible for medical and dental insurance coverage; (4) outplacement services through one or more outside firms of the Executive’s choosing up to an aggregate of $7,500, with such services to extend until the first to occur of (x) six (6) months following the termination of Executive’s employment, or (y) the date the Executive secures full time employment; and (5) the accelerated vesting of all granted, but then unvested, RSUs and a one-time grant of fifty percent (50%) of the RSUs that would have been granted to Executive during the remainder of the Term, which such RSUs calculated as of the date of Employee’s separation (the “Separation Date”). With respect to all accelerated and granted RSUs, the Company shall file a registration statement to register the number of shares of the Company’s common stock equal to such RSUs within ten (10) business days following the Separation Date and shall deliver such shares to Executive and have such shares registered as soon as administratively practicable after the effective date of the Separation Agreement. All such shares delivered to Executive shall not be subject to any additional vesting requirements.

Termination by the Company other than for Cause or by Executive for Good Reason. In the event that Executive’s employment with the Company is terminated by the Company other than for Cause or by Executive for Good Reason, then Executive shall receive as follows (with such amounts payable irrespective of whether or not Executive obtains subsequent employment): 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 then-existing plan or policy of the Company (which shall be paid irrespective of whether Executive executes the Separation Agreement); ii. Provided Executive executes and does not revoke, within any legally required period beginning on the date of Executive’s execution, a confidential general release and separation agreement in a form satisfactory to the Company (the “Separation Agreement”), then Executive will receive (1) a prorated bonus amount for the annual performance period up to and including the Executive’s termination date, subject to standard deductions and withholdings. For purposes of this prorated bonus, the Executive shall be presumed to have achieved his individual goals for the year. The prorated bonus shall be subject to a final determination of the Company’s performance and the final payout percentage for this metric. Any such pro rata bonus amount shall be paid in equal installments pursuant to the Company’s regular payroll schedule beginning after the Company makes a final determination of the Company’s performance and the final payout percentage for this metric and concluding twelve (12) months after the first payment is made; (2) a severance payment equal to twelve (12) months of the Executive’s Base Salary then in effect, subject to standard deductions and withholdings, to be paid out over a period of twelve (12) months in equal installments pursuant to the Company’s regular payroll schedule; (3) reimbursement by the Company of Executive’s COBRA premiums, if any, at the coverage levels in effect immediately prior to the date Executive terminates employment until the end of the twelfth (12th) month following the termination of employment date (the “COBRA Premium Payments”). Executive expressly agrees to notify the CEO of the Company immediately upon starting “New Employment,” which will terminate the Company’s obligation to make any remaining COBRA Premium Payments. “New Employment,” as used in this subparagraph, means full-time employment where Executive is eligible for medical and dental insurance coverage; (4) outplacement services through one or more outside firms of the Executive’s choosing up to an aggregate of $7,500, with such services to extend until the first to occur of (x) six (6) months following the termination of Executive’s employment, or (y) the date the Executive secures full time employment; and (5) the accelerated vesting of all granted, but then unvested, RSUs and a one-time grant of fifty percent (50%) of the RSUs that would have been granted to Executive during the remainder of the Term, which such RSUs calculated as of the date of Employee’s separation (the “Separation Date”). With respect to all accelerated and granted RSUs, the Company shall file a registration statement to register the number of shares of the Company’s common stock equal to such RSUs within ten (10) business days following the Separation Date and shall deliver such shares to Executive and have such shares registered as soon as administratively practicable after the effective date of the Separation Agreement. All such shares delivered to Executive shall not be subject to any additional vesting requirements.

Termination by the Company other than for Cause or by Executive for Good Reason. In the event that (a) either (i) Executive’s employment with the Company is terminated by the Company other than for Cause Cause, or by (ii) Executive terminates his employment for Good Reason, then and (b) with respect to the benefits under clauses (ii) and (iii) following, Executive executes and does not revoke, within the 60 day period beginning on Executive’s termination date, a General Release and Separation Agreement (as set forth in Appendix B), Executive shall receive as follows the following (with payable on the first pay cycle date after the revocation period concludes or is waived which shall not be subject to any mitigation requirement (i.e., such amounts shall be payable irrespective of whether or not Executive obtains subsequent employment):); i. (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 then-existing plan or policy of the Company (which shall be paid irrespective of whether Executive executes the Separation Agreement)Company; (ii. Provided Executive executes and does not revoke, within any legally required period beginning on the date of Executive’s execution, a confidential general release and separation agreement in a form satisfactory to the Company (the “Separation Agreement”), then Executive will receive (1) a A prorated bonus amount for the annual performance period up to and including the Executive’s termination date, subject to standard deductions and withholdings. For purposes of this prorated bonus, the Executive shall be presumed to have achieved his their individual goals for the yearyear and any payouts for this metric shall be at 100%. The prorated bonus shall be subject to a final determination of the Company’s performance and the final payout percentage for this metric. Any such pro rata bonus amount shall be paid when annual bonuses are paid to active members of senior management for such performance period; but in equal installments pursuant to the Company’s regular payroll schedule beginning after the Company makes a final determination no event later than March 15 of the Company’s performance calendar year following the later of (A) the calendar year in which the bonus is earned and (B) the final payout percentage for this metric and concluding twelve calendar year in which the bonus is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A; (12iii) months after the first payment is made; (2) a A one-time severance payment equal to twelve (12) 6 months of the Executive’s Base Salary then in effect, subject to standard deductions and withholdings, to be paid out over a period of twelve . (12iv) months in equal installments pursuant to the Company’s regular payroll schedule; (3) reimbursement Reimbursement by the Company of Executive’s COBRA premiums, if any, at the coverage levels in effect immediately prior to the date Executive terminates employment until the end for a period of the twelfth (12th) month 6 months following the Executive’s termination of employment date (the “COBRA Premium Payments”grossed up for taxes). Executive expressly agrees to notify the CEO ; and (v) The cost of the Company immediately upon starting “New Employment,” which will terminate the Company’s obligation to make any remaining COBRA Premium Payments. “New Employment,” as used in this subparagraph, means full-time employment where Executive is eligible for medical and dental insurance coverage; (4) outplacement services through one or more outside firms of the Executive’s choosing up to an aggregate of $7,500, with such services to extend until the first to occur of (xi) six (6) 6 months following the termination of Executive’s employment, or (yii) the date the Executive secures full time employment; and (5) the accelerated vesting of all granted, but then unvested, RSUs and a one-time grant of fifty percent (50%) of the RSUs that would have been granted to Executive during the remainder of the Term, which such RSUs calculated as of the date of Employee’s separation (the “Separation Date”). With respect to all accelerated and granted RSUs, the Company shall file a registration statement to register the number of shares of the Company’s common stock equal to such RSUs within ten (10) business days following the Separation Date and shall deliver such shares to Executive and have such shares registered as soon as administratively practicable after the effective date of the Separation Agreement. All such shares delivered to Executive shall not be subject to any additional vesting requirements.

Termination by the Company other than for Cause or by Executive for Good Reason. In the event that If Executive’s 's employment with the Company is terminated by the Company for any reason other than for Cause Cause, including Executive's death or by Disability, or Executive terminates his employment for Good ReasonReason (as defined below), then Executive shall receive as follows (with such amounts payable irrespective of whether or not Executive obtains subsequent employment): 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 then-existing plan or policy of i) the Company (which shall be paid irrespective of whether Executive executes the Separation Agreement); ii. Provided Executive executes and does not revokepay Executive, within any legally required period beginning on 30 days of the date of Executive’s executionsuch termination, a confidential general release and separation agreement in a form satisfactory to the Company (the “Separation Agreement”), then Executive will receive (1) a prorated bonus amount for the annual performance period up to and including the Executive’s termination date, subject to standard deductions and withholdings. For purposes of this prorated bonus, the Executive shall be presumed to have achieved his individual goals for the year. The prorated bonus shall be subject to a final determination of the Company’s performance and the final payout percentage for this metric. Any such pro rata bonus amount shall be paid in equal installments pursuant to the Company’s regular payroll schedule beginning after the Company makes a final determination of the Company’s performance and the final payout percentage for this metric and concluding twelve (12) months after the first payment is made; (2) a severance lump sum cash payment equal to twelve the sum of (12A) months his Base Salary, unreduced, through the day on which the Term would have ended (as extended, if theretofore extended) if not terminated pursuant to this Section 4 (the "Cutoff Date"), 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 clause (i) shall be equal to the Base Salary then Executive would have earned through the end of the fiscal year in effect, subject to standard deductions and withholdings, to be paid out over a period of twelve (12) months in equal installments pursuant to which the Company’s regular payroll scheduledeath or Disability occurs; (3ii) reimbursement 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 of Executive’s COBRA premiums, if anyshall maintain until the Cutoff Date, at the coverage levels 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 been in effect with respect to Executive and his immediate family immediately prior to the date Executive terminates employment until the end of the twelfth (12th) month following the termination of employment date (the “COBRA Premium Payments”). Executive expressly agrees to notify the CEO of the Company immediately upon starting “New Employment,” which will terminate the Company’s obligation to make any remaining COBRA Premium Payments. “New Employment,” as used in this subparagraph, means full-time employment where Executive is eligible for medical and dental insurance coverage; (4) outplacement services through one or more outside firms of the Executive’s choosing up to an aggregate of $7,500, with such services to extend until the first to occur of (x) six (6) months following the termination of Executive’s 's employment; PROVIDED, that this clause (iv) shall not apply if Executive's employment terminates due to death or (y) the date the Executive secures full time employmentDisability; and (5v) the accelerated vesting of all granted, but then unvested, RSUs and a one-time grant of fifty percent (50%) of the RSUs that would have been granted to Company shall pay Executive during the remainder of the Term, which such RSUs calculated as within 30 days of the date of Employee’s separation such termination in a lump sum cash payment any Accrued Obligations (the “Separation Date”as defined in subparagraph 4(f) below). With The amounts payable under clause (i) above shall be discounted from the dates they would otherwise have been paid had Executive's employment not terminated at a discount rate of 5% per annum. Furthermore, the Company's obligations (i) under Section 5, (ii) with respect to all accelerated vested Stock Options, which vested Stock Options shall remain exercisable until the later of the Cutoff Date or two years from the date of termination, and granted RSUs(iii) under Section 14 shall remain in full force and effect. As used herein, "Good Reason" shall mean the Company shall file occurrence of any of the following without the written consent of Executive: (i) Executive is not elected (and continued) as a registration statement to register the number of shares director of the Company’s common stock equal to such RSUs within ten (10) business days following the Separation Date , TMCS, or any other publicly-traded subsidiary, or as President and shall deliver such shares to Executive and have such shares registered as soon as administratively practicable after the effective date Chief Operating Officer of the Separation Agreement. All such shares delivered to Company, or Executive shall not be subject removed from such Board or office, (ii) the Company's material breach of any of the provisions of this Agreement; (iii) any material adverse alteration in Executive's title, position, status, duties, level of reporting or responsibilities with the Company; (iv) any relocation of Executive's office outside of the New York metropolitan area; or (v) the occurrence of a Change in Control, as defined in the Incentive Plan. For an event to any additional vesting requirementsconstitute Good Reason hereunder, Executive must provide notice of termination to the Company within 180 days of his knowledge of such event. No termination for Good Reason shall be effective unless Executive gives at least 10 days prior written notice of the particular act or failure to act that constitutes the grounds for such termination and the Company fails, within such period, to cure such act or failure to act.