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. 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, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to one half (0.5) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s Annual Base Salary then current annual base salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (iiiii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one (1) year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to one half (0.51) times the Annual Base Salary Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment and potential reduction as set forth in Section 5.5 hereof.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his [his] [her] employment for Good Reason, the Executive shall be entitled to, in all cases, less any amounts required by applicable law to be withheld by the Company: (a) receive payment of the following accrued obligations (the “"Accrued Obligations”"): (i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (iiiii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which that would be payable under the Company’s 's standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay (the "Severance Obligation") equal to one half the product of (0.5i) times [three][two] [one] multiplied by (ii) the sum of the Executive's Annual Base Salary for the fiscal year in which the Date of Termination occurs plus an amount equal to 75% of the highest annual bonus paid or payable to the Executive for the three fiscal years preceeding the year in which the Date of Termination occurs; provided, however, that such payment shall be in full and final satisfaction of any claim of the Executive against the Company arising out of the officer's employment by the Company or the termination of such employment; and (c) immediate vesting and exercisability of all options to purchase securities of the Company or its successors held by the Executive.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If Subject to the provisions of Section 8(e), if, during the Employment Period Period, the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his employment for Good ReasonReason (each such termination an "Involuntary Termination"), the Executive shall shall, in addition to the amounts provided in Section 8(a), be entitled to: (a) to receive payment of the following accrued obligations (the “Accrued Obligations”): (i) a pro-rata portion of the Executive’s Annual Base Salary through Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "Prorated Performance Bonus") equal to the extent not theretofore paid; (ii) Target Bonus for the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and Executive's Employment is terminated (ythe "Partial Year") multiplied by a fraction, the numerator of which is equal to the number of days in the current fiscal year through Executive was employed by the Date of Termination, Company during the Partial Year and the denominator of which is 365; and , (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 third anniversary thereof (the "Continuation Period"), (iii) any compensation previously deferred by payment of the Executive (together with accrued interest or earnings thereonAnnual Bonus for full years within the Continuation Period, if any) and any accrued vacation pay which would be payable under for partial years within the Company’s standard policyContinuation Period, in each case payment of a pro-rata portion of the Annual Bonus equal to the extent not theretofore paid; (b) for one year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to one half (0.5) times the Annual Base Salary Bonus for the fiscal 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 occurs(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. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his her employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his her family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to one half (0.51) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his her employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “"Accrued Obligations”"): (i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company’s 's standard policy, in each case to the extent not theretofore paid; (ba) for one year after the Date of Termination, the Company shall pay the Executive’s 's premiums for health insurance benefit continuation for Executive and his her family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“"COBRA”") to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “"COBRA Continuation”"); and (cb) an amount as severance pay equal to one half (0.51) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If Subject to the provisions of Section 8(e), if, during the Employment Period Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good ReasonReason (each such termination an “Involuntary Termination”), the Executive shall shall, in addition to the amounts provided in Section 8(a), be entitled to: (a) to receive payment of the following accrued obligations (the “Accrued Obligations”): (i) a pro-rata portion of the Executive’s Annual Base Salary through Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the “Prorated Performance Bonus”) equal to the extent not theretofore paid; (ii) Target Bonus for the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and Executive’s Employment is terminated (ythe “Partial Year”) multiplied by a fraction, the numerator of which is equal to the number of days in the current fiscal year through Executive was employed by the Date of Termination, Company during the Partial Year and the denominator of which is 365; and , (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 third anniversary thereof (the “Continuation Period”), (iii) any compensation previously deferred by payment of the Executive (together with accrued interest or earnings thereonAnnual Bonus for full years within the Continuation Period, if any) and any accrued vacation pay which would be payable under for partial years within the Company’s standard policyContinuation Period, in each case payment of a pro-rata portion of the Annual Bonus equal to the extent not theretofore paid; (b) for one year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to one half (0.5) times the Annual Base Salary Bonus for the fiscal 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 occurs(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. 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, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to one half two (0.52) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his her employment for Good Reason, the Executive shall be entitled to: (a) A. receive payment of the following accrued obligations obligation (the “"Accrued Obligations”"): (i1) the Executive’s Annual Base Salary 's then current annual base salary through the Date of Termination to the extent not theretofore therefore paid; (ii2) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 3653654; and (iii3) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company’s 's standard policy, in each case to the extent not theretofore therefore paid; (b) B. for one year twelve months after the Date of Termination, the Company shall pay the Executive’s 's premiums for health insurance benefit continuation for Executive and his her family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“"COBRA”") to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “"COBRA Continuation”"); and (c) C. an amount as severance pay equal to one half (0.51) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; LESS all amounts payable by the Company to Executive as a result of such ---- termination under the Employment Agreement.