Common use of Termination by the Company Without Cause or by Executive With Good Reason Clause in Contracts

Termination by the Company Without Cause or by Executive With Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year; provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dental, and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment; (d) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during the twenty-four (24) month period following the Termination Date; and (e) the Accrued Obligations.

Termination by the Company Without Cause or by Executive With Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two the greater of (2i) times (A) twelve (12) months of Executive’s Salary as in effect immediately prior to the Termination Date; ; plus (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (iB) the average Annual Cash Bonus that Executive received annual cash Target Incentive for each the year in which such termination occurs as though all “target levels” of the two (2) preceding calendar years; performance for such year are fully and completely achieved and (ii) the Annual Cash Bonus amount that the Executive received during would be entitled to receive under the preceding calendar year; providedCompany’s severance plan applicable to Executive. Such amounts will be payable over a period of one (1) year following such termination in accordance with the Company’s normal payroll practices, howeverat normal payroll duties and subject to applicable withholdings, that if Executive is not employed subject to the satisfaction of the conditions set forth in Section 5.6. The first payment will be made on the first payroll date following the 60th day after Executive’s separation from serving and all such payment will be considered separate payments for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paidpurposes of Section 409A of the Code; (cb) continued medical (health, dentalprescription drug, dental and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four twelve (2412) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment; (d) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during the twenty-four (24) month period following the Termination Dateparagraph; and (ec) the Accrued Obligations.

Termination by the Company Without Cause or by Executive With Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) a single sum cash amount, payable on the sixtieth (60th) 60th day following his Termination Date, in an amount equal to (i) two times (2ii) times Executive’s the sum of (1) his Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two Date and (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) three preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year; , provided, however, that if Executive is not employed for a sufficient time to have received an three Annual Cash BonusBonuses, such calculation will assume that a target Annual Cash Bonus (or the minimum payment in the case of a termination in 2010) was paidpaid in each missing year and, provided further, that if Executive is terminated during the first six months of the Company’s fiscal year, then the prior year’s Annual Cash Bonus shall be disregarded if less than the average of the other two preceding years; (b) a Pro-Rata Annual Cash Bonus, such amount to be paid in a cash lump sum to Executive on the date his Annual Cash Bonus for the year of termination would have been paid if his employment hereunder had continued; (c) continued medical (health, dental, an immediate 100% vesting of the Sign-On Equity and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of additional twenty-four (24) months following of vesting, exercisability and non-forfeitability service credited, as of the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive other outstanding equity or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment; (d) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during award, including but not limited to any outstanding Annual Equity Award or Discretionary Equity Award (with vested stock options remaining exercisable throughout the twenty-four period ending on the first to occur of (24A) month period following the second anniversary of the Executive’s Termination Date; and or (eB) the Accrued Obligations.end of their maximum stated term); and

Termination by the Company Without Cause or by Executive With Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) a single sum cash amountamount equal to twenty-four (24) months of Executive’s Base Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following his Termination Date; (b) an amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the STIP awarded to Executive with respect to the two fiscal years preceding the date of termination of Executive’s employment, and (y) the cash Targeted Incentive under the STIP for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year; provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dental, and vision) and life insurance benefits Medical Benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment; (d) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during the twenty-four (24) month period following the Termination Dateparagraph; and (ed) the Accrued Obligations.