Common use of Termination by the Company Other than for Cause Clause in Contracts

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d), Section 6(f), Section 6(g), Section 7(a) of this Agreement and all references thereto shall be inapplicable as to the Executive and the Company.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. Agreement The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); . provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d), Section 6(f), Section 6(g), Section 7(a) of this Agreement and all references thereto shall be inapplicable as to the Executive and the Company.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' months prior written notice. During such three (3) month period, the Executive shall continue to perform Perform the Executive's duties pursuant to this Agreement, Agreement and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, . for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, value as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," ", which shall be an amount equal to (Yy) One one Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"'), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if If (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive Executive. is terminated without cause, . the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d), Section 6(f), Section 6(g), Section 7(a) of this Agreement and all references thereto shall be inapplicable as to the Executive and the Company.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's Executives duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), ) on the date of any such termination, divided by (Z) twelve (12); provided, provided however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d), Section 6(f), Section 6(g), Section 7(a) of this Agreement and all references thereto shall be inapplicable inapplicable, as to the Executive and the Company.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other Other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d), Section 6(f), ) or Section 6(g), then Section 7(a) of this Agreement and all references thereto shall be inapplicable as to the Executive and the Company.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's ’s employment hereunder other than for whatever reason it deems appropriate; provided, however, Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event such of termination is not based on Cause, as provided in under this Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period5(e), the Executive shall continue be entitled to perform receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive's duties pursuant ’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to this Agreementthe date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her employment and the Company shall continue have no further obligation to compensate the Executive in accordance with this Agreementhereunder, other than the Surviving Company Obligations. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term For purpose of this Agreement, at the then current rate, reduced “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to present value, as set forth in Section 280G Good Reason resulting solely from notice of non-renewal of the Internal Revenue Code or term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) for one and one half (1.5) in the remaining balance event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Term Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from and after the date of any such termination, provision by the Company shall on of notice of non-renewal of the last day term of each calendar month pay to this Agreement; and (D) one (1) in the event of a termination of the Executive such "Compensation under Section 5(g) and Benefits," which shall be an amount equal pursuant to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving Company makes the election under Section 8(b) hereof. Any payments from the Company after termination pursuant to due under Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d5(e), Section 6(f5(f), Section 6(g5(g) or Section 8(b), Section 7(a) of this Agreement and all references thereto as applicable, shall be inapplicable as payable in equal monthly installments over the number of years and/or portions thereof equal to the Executive and applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) three-month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement Agreement, from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (Ai) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other Other than for "Cause", and (Bii) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d), Section 6(f), Section 6(g), Section 7(a) of this Agreement and all references thereto shall be inapplicable as to the Executive and the Company.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's ’s employment hereunder other than for whatever reason it deems appropriate; provided, however, Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event such of termination is not based on Cause, as provided in under this Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period5(e), the Executive shall continue be entitled to perform receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive's duties pursuant ’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to this Agreementthe date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall continue have no further obligation to compensate the Executive in accordance with this Agreementhereunder, other than the Surviving Company Obligations. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term For purpose of this Agreement, at the then current rate, reduced “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(t) (other than due to present value, as set forth in Section 280G Good Reason resulting solely from notice of non-renewal of the Internal Revenue Code or term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) for one and one half (1.5) in the remaining balance event of a termination under Section 5(e) or Section 5(i), in each case, on or following the expiration of the Term Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from and after the date of any such termination, provision by the Company shall on of notice of non-renewal of the last day term of each calendar month pay to this Agreement; and (D) one (1) in the event of a termination of the Executive such "Compensation under Section 5(g) and Benefits," which shall be an amount equal pursuant to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving Company makes the election under Section 8(b) hereof. Any payments from the Company after termination pursuant to due under Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment. (2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d5(e), Section 6(f5(f), Section 6(g5(g) or Section 8(b), Section 7(a) of this Agreement and all references thereto as applicable, shall be inapplicable as payable in equal monthly installments over the number of years and/or portions thereof equal to the Executive and applicable Severance Multiplier and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.