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

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: (i) a cash payment in each of the twelve (12) months following the Executive’s termination of employment equal to one-twelfth (1/12) of the sum of the Executive’s Base Salary and target Annual Bonus; provided, however, that if the Executive’s termination of employment pursuant to this Section 3.2(a) occurs within two (2) years following a “Change in Control” (as defined in the Company’s 2006 Stock Option Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his Base Salary and target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus for the year of termination by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”); (iii) the continuation of all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services). The Company’s obligations to make the Payments and provide the benefits described in this Section 3.2(a) shall be conditioned upon the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “Release”).

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If (i) the Executive’s employment hereunder is terminated by the Company during the Term other than for Cause, Cause or by (ii) the Executive with resigns for Good ReasonReason within 30 days following the deadline set forth in Section 3.2(a)(C) by which the Company must cure the Resignation Condition (the “Cure Deadline”), then in addition to the Accrued Amounts the Executive shall be entitled to: to the following payments and benefits: (ia) a cash payment in each of the twelve (12) months following an amount equal to three times the Executive’s termination annual Base Salary in effect at the time of employment termination, (b) an amount equal to one-twelfth three times the maximum bonus opportunity available to the Executive (1/12) of the sum of had the Executive’s Base Salary employment not terminated) under any bonus award program in effect for the fiscal year in which termination occurs (based on the bonus plan (if any) in effect for that year) (the payments provided for in clauses (a) and target Annual Bonus; provided, however, that if the Executive’s termination of employment pursuant to this Section 3.2(a(b) occurs within two (2) years following a “Change in Control” (as defined in the Company’s 2006 Stock Option Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his Base Salary and target Annual Bonus (amounts paid pursuant to this clause (i) herein are referred to as the “Severance PaymentPayments”); , (iic) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying continuation, on the target Annual Bonus for the year same terms as an active employee, of termination by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”); (iii) the continuation of all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability medical benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is would otherwise be eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives an active employee of the Company generally on the date of termination; providedfor eighteen (18) months or, howeverif earlier, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that until such time as the Executive receives becomes eligible for substantially similar medical benefits from a subsequent employer; and , and (ivd) key executive outplacement servicesfull vesting of all benefits under the Company’s retirement, profit-sharing, incentive and similar plans in accordance with Company policies for senior executives as which the Executive participates. The Severance Payments shall be payable in effect a lump sum in immediately available funds on or before the date of 45th day after the termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by ’s employment; provided that the Company to be equal to the estimated cost of those services). The Company’s obligations to make the Severance Payments and provide the benefits described in this Section 3.2(aclauses (c) and (d) above shall be conditioned upon upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims arising in connection with the Executive’s employment and termination of employment with the Company and its Affiliates (the “Release”) substantially in the form attached hereto as Exhibit A (and the “passage of any period of time allowed the Executive by law or otherwise to revoke the Release”).. Notwithstanding the preceding sentence, if payment of the Severance Payments as aforesaid would cause the imposition of an excise tax on all or any part of the Severance Payments pursuant to Section 409A of the Code, then payment of all or such part of the Severance Payments shall be delayed or advanced to the earliest practicable date that avoids the imposition of such excise tax. In the event that the Executive breaches any of the covenants set forth in Section 4, the Executive will immediately return to the Company any portion of the Severance Payments that has been paid to the Executive pursuant to this Section 3 and Executive’s entitlement to continued medical benefits shall immediately cease. For purposes of this Employment Agreement:

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: to a lump sum severance payment of (i) a cash payment in each of the twelve (12) months following the Executive’s termination of employment equal to one and one-twelfth half (1/121.5) of times (or three (3) times if (x) the sum of Executive reasonably demonstrates that the Executive’s Base Salary and target Annual Bonus; providedtermination is In Anticipation Of, however, that if the Executive’s termination of employment pursuant to this Section 3.2(aor (y) occurs occurring within two (2) years following following, a “Change in Control” (as defined in the CompanyParent’s 2006 Stock Option Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his the Executive’s Base Salary and plus the target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); and (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus for the year of termination by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”) ((i) and (ii); (iii) , collectively the continuation of all welfare benefits“Severance Payment”), including (subject to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date provisions of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as last sentence of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services)Section 4.8 hereof. The Company’s obligations to make the Payments and provide the benefits described in this Section 3.2(a) Severance Payment shall be conditioned upon the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A D (the “Release”). Subject to Section 3.2(e), the Severance Payment will be paid to the Executive as soon as practicable following the effectiveness of the Release. The Company shall also reimburse the Executive, on a monthly basis, for an amount of his COBRA premiums (for the duration of COBRA continuation coverage, not to exceed eighteen (18) months following termination of employment) equal to difference between (x) the amount of COBRA premium charged to the Executive minus (y) the amount of premium charged to actively employed senior executives for like coverage as that elected by the Executive.

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: (i) a cash payment in each of the twelve (12) months following the Executive’s termination of employment equal to one-twelfth (1/12) of the sum of the Executive’s Base Salary and target Annual Bonus; provided, however, that if the Executive’s termination of employment pursuant to this Section 3.2(a) occurs within two (2) years following a “Change in Control” (as defined in the Company’s 2006 Stock Option Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his her Base Salary and target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus for the year of termination by a fraction, the numerator of which is the number of days he she was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”); (iii) the continuation of all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services). The Company’s obligations to make the Payments and provide the benefits described in this Section 3.2(a) shall be conditioned upon the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “Release”).

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: (i) a cash payment in each of the twelve eighteen (1218) months following the Executive’s termination of employment equal to one-twelfth (1/12) of the sum of the Executive’s Base Salary and target Annual Bonus; provided, however, that if the Executive’s termination of employment pursuant to this Section 3.2(a) occurs within two (2) years following a “Change in Control” (as defined in the Company’s 2006 Stock Option Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his Base Salary and target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus for the year of termination by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”); (iii) the continuation of all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve eighteen (12)-month 18)-month period following the date of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve eighteen (12)-month 18)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services). The Company’s obligations to make the Payments and provide the benefits described in this Section 3.2(a) shall be conditioned upon the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “Release”).

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: to a lump sum severance payment of (i) a cash payment in each of the twelve (12) months following the Executive’s termination of employment equal to one and one-twelfth half (1/121.5) of times (or two (2) times if (x) the sum of Executive reasonably demonstrates that the Executive’s Base Salary and target Annual Bonus; providedtermination is In Anticipation Of, however, that if the Executive’s termination of employment pursuant to this Section 3.2(aor (y) occurs occurring within two (2) years following following, a “Change in Control” (as defined in the Company’s 2006 Stock Option Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his the Executive’s Base Salary and plus the target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); and (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus for the year of termination by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”) ((i) and (ii); (iii) , collectively the continuation of all welfare benefits“Severance Payment”), including (subject to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date provisions of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as last sentence of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services)Section 4.8 hereof. The Company’s obligations to make the Payments and provide the benefits described in this Section 3.2(a) Severance Payment shall be conditioned upon the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A C (the “Release”). Subject to Section 3.2(e), the Severance Payment will be paid to the Executive as soon as practicable following the effectiveness of the Release. The Company shall also reimburse the Executive, on a monthly basis, for an amount of his COBRA premiums (for the duration of COBRA continuation coverage, not to exceed eighteen (18) months following termination of employment) equal to difference between (x) the amount of COBRA premium charged to the Executive minus (y) the amount of premium charged to actively employed senior executives for like coverage as that elected by the Executive.

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Company shall terminate the Executive’s 's employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts employment of the Executive shall be entitled to: (i) a cash payment in each of the twelve (12) months following the Executive’s termination of employment equal to one-twelfth (1/12) of the sum of the Executive’s Base Salary and target Annual Bonus; provided, however, that if the Executive’s termination of employment pursuant to this Section 3.2(a) occurs within two (2) years following a “Change in Control” (as defined in the Company’s 2006 Stock Option Plan)) or terminated by the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Controlfor Good Reason, the Executive shall be entitled entitled, subject to Sections 2(e) and 4 hereof, to a lump sum severance benefit in an amount equal to two (2i) twelve (12) times the sum of his Base Salary and target Annual Bonus (amounts monthly base salary being paid pursuant to this clause (i) herein referred the Executive immediately prior to as the “Severance Payment”); Termination Date plus (ii) an amount equal to the Accrued Amounts and a pro-rata Annual product of (x) the Executive's Bonus (determined by multiplying the target Annual Bonus Potential for the year in which the Termination Date occurs (the "Termination Year") multiplied by (y) the average percentage of termination the Bonus Potential earned by a fraction, the numerator of which is Executive for the number of days he three (3) full years immediately preceding the Termination Year (or such shorter period if the Executive was employed by the Company for less than three (3) full years and received or was eligible to receive a bonus during such fiscal year period), which product shall be prorated for the portion of the Termination Year in which the Executive was employed by the Company. For purposes of this Agreement, "Bonus Potential" shall mean the maximum bonus amount the Executive could receive under the terms of his or her annual bonus letter or, if no bonus letter is issued, otherwise in accordance with the terms of the Company's bonus plan then in effect for all senior executives of the Company. If a maximum bonus amount is not determinable, then the Compensation Committee shall determine in good faith the amount of the bonus the Executive could reasonably have been expected to have received for the Termination Year, and such determination shall be final and binding on all parties; provided that, for purposes of this Agreement, if a maximum bonus amount is not determinable, in no event shall such amount be less than the denominator average of which is the number actual bonus payment received by the Executive in respect of days in the three (3) full years immediately preceding the Termination Year (or such fiscal year) (shorter period if the “Pro-Rata Annual Bonus Payment”); (iii) the continuation of all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained Executive was employed by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve three (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv3) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services). The Company’s obligations to make the Payments and provide the benefits described in this Section 3.2(a) shall be conditioned upon the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “Release”years).

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s 's employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: (i) a cash payment in each of the twelve (12) months following the Executive’s 's termination of employment equal to one-twelfth (1/12) of the sum of the Executive’s 's Base Salary and target Annual Bonus; provided, however, that if the Executive’s 's termination of employment pursuant to this Section 3.2(a) occurs within two (2) years following a “Change in Control” (as defined in the Company’s 's 2006 Stock Option Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his her Base Salary and target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus for the year of termination by a fraction, the numerator of which is the number of days he she was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”); (iii) the continuation of all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s 's family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date of the Executive’s 's termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services). The Company’s 's obligations to make the Payments and provide the benefits described in this Section 3.2(a) shall be conditioned upon the Executive’s 's execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “Release”)) within sixty (60) days of the date of termination.

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company during the Term other than for Cause, Cause or by the Executive with for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: : (i) a cash payment equal to one times the Base Salary at the rate in each effect immediately prior to the Termination Date (the “Severance Amount”) to be paid in equal installments on the Company’s regular payroll dates for the one-year period determined in accordance with the paragraph below, (ii) to the extent permitted pursuant to the applicable plans, continuation on the same terms as an active employee (including, where applicable, coverage for the Executive and his dependents) of medical insurance benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months following the Executive’s termination of employment equal to one-twelfth (1/12) of the sum of the Executive’s Base Salary and target Annual Bonus; providedTermination Date or, howeverif earlier, that if the Executive’s termination of employment pursuant to this Section 3.2(a) occurs within two (2) years following a “Change in Control” (as defined in the Company’s 2006 Stock Option Plan)) or until the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his Base Salary and target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus becomes eligible for the year of termination by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”); (iii) the continuation of all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar medical benefits from a subsequent employer; and employer (iv“Medical Benefit Continuation”) key executive outplacement servicesand (iii) in the event the Executive sells his primary residence in Bethesda, Maryland in accordance with Company policies Section 2.6 and would have been entitled to the Relocation Reimbursement notwithstanding his earlier termination other than for senior executives as in effect on Cause prior to the payment date of termination (orthe Relocation Reimbursement, at the request of the Executive, Relocation Reimbursement shall be paid in a lump sum payment in lieu thereof, in an amount determined by within 60 days following the Company to be equal to the estimated cost of those services)Termination Date. The Company’s obligations to make pay the Payments Severance Amount and to provide the benefits described in this Section 3.2(a) Medical Benefit Continuation shall be conditioned upon the Executive’s executioncontinued compliance with his obligations under Section 4 of this Agreement. Notwithstanding any provision to the contrary herein, delivery and nonwithout limitation of any remedies to which the Company may be entitled, the Severance Amount shall be paid in equal installments commencing during the 45-revocation of a valid day period following the Termination Date; provided, that, the Executive has signed and enforceable general delivered to the Company the release of claims substantially in the form attached hereto as Exhibit A D (the “Release”) and the period (if any) during which the Release can be revoked has expired within such 45-day period; provided, further, that, if such 45-day period spans two calendar years, payment of the Severance Amount shall commence to be paid in the second year. If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms of such plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall use reasonable efforts to obtain individual insurance policies providing medical benefits to the Executive and his dependents during the Medical Benefits Continuation period, but shall only be required to pay for such policies an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided, that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s 's employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: to a lump sum severance payment of (i) a cash payment in each of the twelve (12) months following the Executive’s termination of employment equal to one and one-twelfth half (1/121.5) of times (or three (3) times if (x) the sum of Executive reasonably demonstrates that the Executive’s Base Salary and target Annual Bonus; providedtermination is In Anticipation Of, however, that if the Executive’s termination of employment pursuant to this Section 3.2(aor (y) occurs occurring on or within two (2) years following following, a “Change in Control” (as defined in the Company’s 's 2006 Stock Option PlanPlan (or successor long-term incentive plan))) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his the Executive's Base Salary and plus the target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); and (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target actual Annual Bonus earned by the Executive for the fiscal year of termination (without regard for any exercise of negative discretion under the applicable annual bonus plan) by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”) ((i) and (ii); (iii) , collectively the continuation of all welfare benefits“Severance Payment”), including (subject to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date provisions of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as last sentence of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services)Section 4.8 hereof. The Company’s 's obligations to make the Payments and provide the benefits described in this Section 3.2(a) Severance Payment shall be conditioned upon the Executive’s 's execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A C (the “Release”)) within thirty (30) days of the date of termination. Subject to Section 3.2(e) and Section 8.13, the Severance Payment will be paid to the Executive as soon as practicable following the effectiveness of the Release. The Company shall also reimburse the Executive, on a monthly basis, for an amount of his COBRA premiums (for the duration of COBRA continuation coverage, not to exceed eighteen (18) months following termination of employment) equal to difference between (x) the amount of COBRA premium charged to the Executive minus (y) the amount of premium charged to actively employed senior executives for like coverage as that elected by the Executive.

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If the Executive’s 's employment hereunder is terminated by the Company during the Term other than for Cause, or by the Executive with Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to: to a lump sum severance payment of (i) a cash payment in each of the twelve (12) months following the Executive’s termination of employment equal to one and one-twelfth half (1/121.5) of times (or two (2) times if (x) the sum of Executive reasonably demonstrates that the Executive’s Base Salary and target Annual Bonus; providedtermination is In Anticipation Of, however, that if the Executive’s termination of employment pursuant to this Section 3.2(aor (y) occurs occurring within two (2) years following following, a “Change in Control” (as defined in the Company’s 2006 Stock Option 2012 Plan)) or the Executive reasonably demonstrates that the termination was In Anticipation Of a Change in Control, the Executive shall be entitled to a lump sum equal to two (2) times the sum of his the Executive's Base Salary and plus the target Annual Bonus (amounts paid pursuant to this clause (i) herein referred to as the “Severance Payment”); and (ii) the Accrued Amounts and a pro-rata Annual Bonus (determined by multiplying the target Annual Bonus for the year of termination by a fraction, the numerator of which is the number of days he was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year) (the “Pro-Rata Annual Bonus Payment”) ((i) and (ii); (iii) , collectively the continuation of all welfare benefits“Severance Payment”), including (subject to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, for the twelve (12)-month period following the date provisions of the Executive’s termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as last sentence of the date of termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the date of termination; provided, however, that, notwithstanding the foregoing, the benefits described in this sentence may be discontinued prior to the end of the twelve (12)-month period to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; and (iv) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the date of termination (or, at the request of the Executive, a lump sum payment in lieu thereof, in an amount determined by the Company to be equal to the estimated cost of those services)Section 4.8 hereof. The Company’s 's obligations to make the Payments and provide the benefits described in this Section 3.2(a) Severance Payment shall be conditioned upon the Executive’s 's execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) within sixty (60) days of the date of termination. Subject to Section 3.2(e), the Severance Payment will be paid to the Executive as soon as practicable following the effectiveness of the Release. The Company shall also reimburse the Executive, on a monthly basis, for an amount of his COBRA premiums (for the duration of COBRA continuation coverage, not to exceed eighteen (18) months following termination of employment) equal to difference between (x) the amount of COBRA premium charged to the Executive minus (y) the amount of premium charged to actively employed senior executives for like coverage as that elected by the Executive.