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. If Executive’s employment hereunder is terminated during the Term (I) by the Company (A) other than for Cause, and other than due to Executive’s death or “Disability” (as defined below) or (B) as a result of the Company’s non-renewal of the Term, or (II) by Executive with Good Reason, then Executive shall be entitled to (1) the Accrued Benefits and (2) upon Executive’s execution of a general release of claims that is substantially in the form attached hereto as Exhibit A (the “Release”) unless a change in applicable law requires different language to achieve the same result as the current language would achieve if executed as of the date of this Agreement, and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equal to two times the Base Compensation then in effect for the year in which the termination occurs, to be paid in equal installments in accordance with the regular payroll practices of the Company over a 12-month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive pursuant to this subsection (i) between the date of termination and the 60th day following the date of termination; (ii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunder, and the denominator of which is 365 (the “Pro Rata Bonus”), which amount shall be paid in a cash lump sum on the 60th day following the date of termination; provided, however, in the event that Executive becomes a participant in an annual bonus plan adopted by the Company that is intended to comply with Section 162(m) of the Code (the “Bonus Plan”), the amount shall instead be equal to the annual bonus that the Executive would have been entitled to receive pursuant to the terms and conditions of the Bonus Plan had his employment continued through the applicable payment date, multiplied by the fraction set forth in clause (y) above, and payable at such time as bonuses are paid to employees generally pursuant to the Bonus Plan; and (iii) immediate vesting (and, if applicable, payment) of all outstanding unvested Equity Awards.

Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s the employment hereunder is terminated of the Executive should terminate during the Term (I) by or any Renewal Term at the election of the Company without Cause or by Executive With Good Reason (and in each case such termination constitutes a separation from service under Code Section 409A (and the regulations thereunder) of the Internal Revenue Code, as amended) (“Code Section 409A”), then the Company shall pay all compensation to and benefits on behalf of the Executive as follows: (i) Any earned and unpaid Base Salary, Equity Incentive Bonus, Cash Incentive Bonus, Equity Unit and expense reimbursements pursuant to the Agreement that are due and owing to the Executive only up to and including his period of employment preceding his termination date (including pay in lieu of accrued, but unused, vacation) (the “Accrued Obligations”); in addition, the fair value of unvested Equity Units as of that termination date, consistent with the terms of the award; (ii) The Cash Incentive Bonus and Equity Incentive Bonus at the Maximum Level for both corporate and individual performance for the year in which the termination of employment occurs, prorated for the portion of such year during which the Executive was employed prior to the effective date of termination; (iii) An amount equal to the sum of (A) other than for Cause, and other than due to the Executive’s death or then annual Base Salary and (B) the sum of the Cash Incentive Bonus and Equity Incentive Bonus (assuming Target level performance in each case) and Equity Units multiplied by (x) the remaining years in the Initial Term for the first six years of the Initial Term and (y) 2.99 for each of the remaining years in the Initial Term and each year of the Renewal Term; (iv) The sum of the amounts payable under subsections (i) - (iii) hereof is referred to herein as the Executive’s “Disability” Severance Payment”. If a termination of employment under this Section 7(a) takes place as a consequence of a Change of Control (as set forth in Section 8 and Annex A hereto), the Executive shall receive the benefit described in such Annex A. (v) The Severance Payment shall be paid to the Executive in a single, lump sum cash payment sixty (60) days following the Executive’s separation from service, provided that the Executive has delivered the signed General Release (as defined below) or to the Company and the Executive has not revoked the General Release. (Bvi) as The Company shall allow the Executive to continue to participate in any healthcare, dental, vision, and prescription drug plans in which the Executive participated immediately prior to his termination for a result period of the Company’s non-renewal of the Term, or (II) by Executive with Good Reason, then Executive shall be entitled to (1) the Accrued Benefits and two (2) years (the “Severance Period”) to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive’s execution continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs as they may exist at or after the date upon which his termination is effective. During the Severance Period, the Company shall pay for the Executive’s continued participation in said healthcare, dental, vision, and prescription drug plans, and shall pay the Executive’s life insurance specified in Section 5(d)(iv) policy in full and for the Executive’s reasonable secretarial support. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive) outside the scope of such plans, including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive for himself and/or his eligible dependents, as well as premiums in excess of COBRA coverage. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a general release self-employed person), any employee benefit and welfare benefits received by the Executive in consideration of claims that is such employment which are similar in nature to the healthcare, dental, vision, and prescription drug plans provided by the Company will relieve the Company of its obligation under this Section 7(a)(vi) to provide comparable benefits to the extent of the benefits so received. Notwithstanding any provision of this Agreement to the contrary, no payments shall be made by the Company with respect to any coverage period beyond the last day of the Severance Period. (vii) All Severance Payments are contingent on Executive signing a General Release and Waiver Agreement, substantially in the form attached hereto as Exhibit A (the “General Release”) unless a change in applicable law requires different language ). The Executive’s failure or refusal to achieve the same result as the current language would achieve if executed as sign or his revocation of the date of this Agreement, and General Release shall abrogate the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equal to two times the Base Compensation then in effect for the year in which the termination occurs, to be paid in equal installments in accordance with the regular payroll practices of the Company over a 12-month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive Company’s obligations pursuant to this subsection (i) between Agreement and shall relieve the Company of liability to provide Executive any and all pay and/or benefits following the effective date of termination and the 60th day following the date of Executive’s termination;. (iiviii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunder, and the denominator of which is 365 (the “Pro Rata Bonus”), which amount The Severance Payment shall be funded to the extent sufficient funds are available from the life insurance benefit attendant to the Executive’s personal life insurance policy paid in a cash lump sum on by the 60th day following the date of termination; provided, howeverCompany, in the event that Executive becomes a participant in an annual bonus plan adopted by of the Executive’s death. Should the life insurance benefit be insufficient to meet the Severance Payment, the Company that is intended to comply with Section 162(mshall pay the difference. (ix) of the Code (the “Bonus Plan”)All Equity Unit awards shall vest immediately, the amount shall instead be equal subject to the annual bonus that the Executive would have been entitled to receive pursuant to the terms and conditions of the Bonus Plan had his employment continued through the applicable payment date, multiplied by the fraction grant as set forth in clause (y) above, and payable at such time therein; it being understood that the Executive’s voluntary resignation as bonuses are paid to employees generally CEO pursuant to the Bonus Plan; and (iiiSection 1(c)(ii) immediate vesting (and, if applicable, payment) of all outstanding unvested Equity Awardsshall not constitute termination Without Cause or for Good Reason.

Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment hereunder is terminated during the Term (I) by the Company (A) other than for Cause, and other than due to Executive’s death or “Disability” (as defined below) or ), (B) as a result of the Company’s non-renewal of the Term, or (II) by Executive with Good Reason, then Executive shall be entitled to (1) the Accrued Benefits and (2) upon Executive’s execution of a general release of claims that is substantially in the form attached hereto as Exhibit A (the “Release”) unless a change in applicable law requires different language to achieve the same result as the current language would achieve if executed as of the date of this Agreement, and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equal to two times the Base Compensation then in effect for the year in which the termination occurs, to be paid in equal installments in accordance with the regular payroll practices of the Company over a 12-month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive pursuant to this subsection (i) between the date of termination and the 60th day following the date of termination; (ii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunderup to the date of termination of employment, and the denominator of which is 365 (the “Pro Rata Bonus”), which amount shall be paid in a cash lump sum on the 60th day following the date of termination; provided, however, in the event that Executive becomes a participant in an annual bonus plan adopted by the Company that is intended to comply with Section 162(m) of the Code (the “Bonus Plan”), the amount shall instead be equal to the annual bonus that the Executive would have been entitled to receive pursuant to the terms and conditions of the Bonus Plan had his employment continued through the applicable payment date, multiplied by the fraction set forth in clause (y) above, and payable at such time as bonuses are paid to employees generally pursuant to the Bonus Plan; and (iii) immediate vesting (and, if applicable, payment) of all outstanding unvested Equity Awards.

Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment hereunder is terminated during the Term (I) by the Company (A) other than for Cause, and other than due to Executive’s death or “Disability” (as defined below) or (B) as a result of the Company’s non-renewal of the Term, or (II) by Executive with Good Reason, then Executive shall be entitled to (1) the Accrued Benefits and (2) upon Executive’s execution of a general release of claims that is substantially in the form attached hereto as Exhibit A (the “Release”) unless a change in applicable law requires different language to achieve the same result as the current language would achieve if executed as of the date of this Agreement), and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equal to two times the sum of (x) the Base Compensation then in effect and (y) either (A) if such termination occurs prior to Executive having received the 2010 Awards, $800,000 or (B) otherwise, the Target Annual Bonus for the year in which the termination occurs, to be paid in equal installments in accordance with the regular payroll practices of the Company over a 12-month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive pursuant to this subsection (i) between the date of termination and the 60th day following the date of termination; (ii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunder, and the denominator of which is 365 (the “Pro Rata Bonus”), which amount shall be paid in a cash lump sum on the 60th day following the date of termination; provided, however, in the event that Executive becomes a participant in an annual bonus plan adopted by the Company that is intended to comply with Section 162(m) of the Code (the “Bonus Plan”), the amount shall instead be equal to the annual bonus that the Executive would have been entitled to receive pursuant to the terms and conditions of the Bonus Plan had his employment continued through the applicable payment date, multiplied by the fraction set forth in clause (y) above, and payable at such time as bonuses are paid to employees generally pursuant to the Bonus Plan; and (iii) immediate subject to the applicable terms and conditions of the 2005 Plan and applicable award agreements (but, in each case, only to the extent not inconsistent with this Agreement), continued vesting (and, if applicable, and payment) of all outstanding unvested Equity AwardsAwards pursuant to their original vesting (and payment) schedules.

Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment hereunder is terminated during the Term (I) by the Company (A) other than for Cause, and other than due to Executive’s death or “Disability” (as defined below) or (B) as a result of the Company’s non-renewal of the Term, or (II) by Executive with Good Reason, then Executive shall be entitled to (1) the Accrued Benefits and (2) upon Executive’s execution of a general release of claims that is substantially in the form attached hereto as Exhibit A (the “Release”) unless a change in applicable law requires different language to achieve the same result as the current language would achieve if executed as of the date of this Agreement), and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equal to two times the lesser of (x) the sum of 24 months of Base Compensation Compensation, at the rate then in effect or (y) the total amount of Base Compensation, at the rate then in effect, that would have been paid to Executive had he remained employed for the year in which remainder of the termination occursTerm, to be paid in equal installments in accordance with the regular payroll practices of the Company over a 12-month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive pursuant to this subsection (i) between the date of termination and the 60th day following the date of termination; (ii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunder, and the denominator of which is 365 (the “Pro Rata Bonus”), which amount shall be paid in a cash lump sum on the 60th day following the date of termination; provided, however, in the event that Executive becomes a participant in an annual bonus plan adopted by the Company that is intended to comply with Section 162(m) of the Code (the “Bonus Plan”), the amount shall instead be equal subject to the annual bonus that the Executive would have been entitled to receive pursuant to the applicable terms and conditions of the Bonus Plan had his employment continued through applicable award agreements (but, in each case, only to the applicable payment dateextent consistent with this Agreement), multiplied by Executive’s equity (including but not limited to stock grants, performance-based restricted stock units and stock options) the fraction set forth in clause (y) above, and payable at such time as bonuses are paid to employees generally vesting schedule of the grant provided pursuant to the Bonus Plan; and (iiiSection 3(c)(i) immediate vesting (and, if applicable, payment) of all outstanding unvested Equity Awardsherein shall be fully accelerated. Any remaining shares shall be forfeited.

Termination by the Company Without Cause or by Executive With Good Reason. If the Executive’s employment hereunder is terminated during the Term (I) by the Company (A) other than for Cause, and other than due to Executive’s death without Cause or “Disability” (as defined below) or (B) as a result of if the Company’s non-renewal of Executive resigns from the Term, or (II) by Executive Company with Good Reason, then Executive shall be entitled to (1) the Accrued Benefits and (2) upon Executive’s execution of a general release of claims that is substantially in the form attached hereto as Exhibit A (the “Release”) unless a change in applicable law requires different language to achieve the same result as the current language would achieve if executed as of the date of this Agreement, and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of terminationreceive: (i) an amount equal to two times Executive’s Base Salary through the Termination Date, plus continuation of Executive’s Base Compensation then Salary for a period of 18 months from and after the Termination Date (the “Severance Period”), in effect for the year each case payable ratably over such period in which the termination occurs, to be paid in equal regular installments in accordance with the regular Company’s general payroll practices as in effect on the Termination Date; (ii) any Performance Bonus amounts pursuant to Section 3(b) (if any) earned, but not yet paid, to Executive in respect of the year that ended on or prior to the Termination Date, which amount shall be paid at the same time and on the same terms it would have been paid pursuant to Section 3(b); (iii) reimbursement of reimbursable expenses incurred on or prior to the Termination Date in accordance with Section 3(e); and (iv) reimbursement of Executive’s COBRA premiums for continued health insurance coverage for the Executive and his dependents through the end of the Severance Period (such reimbursement to be made promptly upon Executive’s submission of proof of payment by the Executive) or until such earlier date as Executive is eligible for substantially similar health insurance benefits from a subsequent employer, but only if providing such benefit is permitted under applicable law and does not result in excise taxes, fines or penalties for the Company over or the Company’s group health insurance plan; in each case, if and only if Executive has executed and delivered to the Company a 12-month period commencing General Release in form and substance as set forth in Exhibit B (the “General Release”) attached hereto and the General Release has become effective by the date that is sixty (60) days after the Termination Date (the “Required Release Date”), and, in each case, only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of Sections 5 and 6 hereof; and Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as otherwise expressly required by applicable law. The payments under (i) above shall commence on the first payroll date following the date of termination, but with on which the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive pursuant to this subsection (i) between the date of termination and the 60th day following the date of termination; (ii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunder, and the denominator of which is 365 General Release becomes effective (the “Pro Rata BonusRelease Effective Date”) and shall continue for the remaining term of the Severance Period; provided that such first payment shall include all amounts that otherwise would have been paid prior to the date the first payment is made had such payments commenced immediately upon the Termination Date. Any amount otherwise payable under (ii), which amount (iii) or (iv) above prior to the Release Effective Date shall be paid in a cash lump sum on the 60th day following first payroll date after the Release Effective Date. Notwithstanding the two preceding sentences, if the Termination Date and the Required Release Date are in different calendar years, such payments shall commence or be paid, as the case may be, on the first payroll date of termination; providedthe second year (regardless of when the Release Effective Date occurs). In any event, however, in if the event that Executive becomes a participant in an annual bonus plan adopted General Release is not effective by the Company that is intended to comply with Section 162(m) of the Code (the “Bonus Plan”)Required Release Date, the amount Executive shall instead be equal to the annual bonus that the Executive would have been entitled forfeit all rights to receive pursuant to the terms and conditions of the Bonus Plan had his employment continued through the applicable payment date, multiplied by the fraction set forth in clause (y) above, and payable at such time as bonuses are paid to employees generally pursuant to the Bonus Plan; and (iii) immediate vesting (and, if applicable, payment) of all outstanding unvested Equity Awardscompensation under this Section 4(b).