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

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an "Involuntary Termination"), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) a pro-rata portion of the Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "Prorated Performance Bonus") equal to the Target Bonus for the year in which the Executive's Employment is terminated (the "Partial Year") multiplied by a fraction, the numerator of which is equal to the number of days the Executive was employed by the Company during the Partial Year and the denominator of which is 365, (ii) continuation of the Executive's Base Salary in effect at the Date of Termination (the "Continued Salary") for a period beginning on the Date of Termination and ending on the first anniversary thereof (the "Continuation Period"), (iii) payment of the Annual Bonus for any full year within the Continuation Period, and for partial years within the Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive's Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the denominator of which is 365 (amounts payable under this clause (iii), the "Continued Annual Bonus) and (iv) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the Company's senior executives during the Continuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days following the Date of Termination (or at such earlier date required by law). The Continued Salary and Continued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), as applicable, as if the Executive remained a senior officer of the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an "Involuntary Termination"), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) a pro-rata portion of the Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "Prorated Performance Bonus") equal to the Target Bonus for the year in which the Executive's Employment is terminated (the "Partial Year") multiplied by a fraction, the numerator of which is equal to the number of days the Executive was employed by the Company during the Partial Year and the denominator of which is 365, (ii) continuation of the Executive's Base Salary in effect at the Date of Termination (the "Continued Salary") for a period beginning on the Date of Termination and ending on the first anniversary thereof (the "Continuation Period"), (iii) payment of the Annual Bonus for any full year within the Continuation Period, and for partial years within the Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive's Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the denominator of which is 365 (amounts payable under this clause (iii), the "Continued Annual Bonus) and (iviii) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the Company's senior executives during the Continuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days following the Date of Termination (or at such earlier date required by law). The Continued Salary and Continued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), as applicable, as if the Executive remained a senior officer of the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive's ’s employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an "“Involuntary Termination"”), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) a pro-rata portion of the Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "“Prorated Performance Bonus"”) equal to the Target Bonus for the year in which the Executive's ’s Employment is terminated (the "“Partial Year"”) multiplied by a fraction, the numerator of which is equal to the number of days the Executive was employed by the Company during the Partial Year and the denominator of which is 365, (ii) continuation of the Executive's ’s Base Salary in effect at the Date of Termination (the "“Continued Salary"”) for a period beginning on the Date of Termination and ending on the first anniversary thereof (the "“Continuation Period"”), (iii) payment of the Annual Bonus for any full year within the Continuation Period, and for partial years within the Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive's ’s Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the denominator of which is 365 (amounts payable under this clause (iii), the "“Continued Annual Bonus) and (iv) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the Company's ’s senior executives during the Continuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days following the Date of Termination (or at such earlier date required by law). The Continued Salary and Continued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), as applicable, as if the Executive remained a senior officer of the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive's ’s employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an "“Involuntary Termination"”), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) a pro-rata portion of the Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "“Prorated Performance Bonus"”) equal to the Target Bonus for the year in which the Executive's ’s Employment is terminated (the "“Partial Year"”) multiplied by a fraction, the numerator of which is equal to the number of days the Executive was employed by the Company during the Partial Year and the denominator of which is 365, (ii) continuation of the Executive's ’s Base Salary in effect at the Date of Termination (the "“Continued Salary"”) for a period beginning on the Date of Termination and ending on the first third anniversary thereof (the "“Continuation Period"”), (iii) payment of the Annual Bonus for any full year years within the Continuation Period, and for partial years within the Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive's ’s Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the denominator of which is 365 (amounts payable under this clause (iii), the "“Continued Annual Bonus) and (iv) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the Company's ’s senior executives during the Continuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days following the Date of Termination (or at such earlier date required by law). The Continued Salary and Continued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), as applicable, as if the Executive remained a senior officer of the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an "Involuntary Termination"), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) a pro-rata portion of the Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "Prorated Performance Bonus") equal to the Target Bonus for the year in which the Executive's Employment is terminated (the "Partial Year") multiplied by a fraction, the numerator of which is equal to the number of days the Executive was employed by the Company during the Partial Year and the denominator of which is 365, (ii) continuation of the Executive's Base Salary in effect at the Date of Termination (the "Continued Salary") for a period beginning on the Date of Termination and ending on the first third anniversary thereof (the "Continuation Period"), (iii) payment of the Annual Bonus for any full year years within the Continuation Period, and for partial years within the Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive's Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the denominator of which is 365 (amounts payable under this clause (iii), the "Continued Annual Bonus) and (iv) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the Company's senior executives during the Continuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days following the Date of Termination (or at such earlier date required by law). The Continued Salary and Continued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), as applicable, as if the Executive remained a senior officer of the Company.