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 is terminated by the Company without Cause or by Executive with Good Reason, during the Term, then: (i) The Company will pay the Accrued Obligations to Executive promptly following the effective date of such termination; (ii) The Company will pay Executive a total amount equal to twenty four (24 months of Executive’s then current Base Salary, less applicable taxes and deductions; to be made in approximately equal biweekly installments in accordance with the Company’s usual payroll practices over a period of twenty four (24) months beginning after the effective date of the separation agreement described in Section 4(d); (iii) The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements of COBRA and subject to Executive’s payment of a premium co-pay related to the coverage that is no less favorable than the premium co-pay charged to active employees of the Company electing the same coverage, for twenty four (24 months from the Separation Date; provided , that the Company shall have no obligation to provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the such premiums, the Company will continue to reimburse Execute for such premiums for a period of eighteen (18) months; and (iv) That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall vest and be immediately exercisable as of the date of the employment termination. All options and shares of restricted stock shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable plan.

Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, during the Term, then: (i) The Company will pay the Accrued Obligations to Executive promptly following the effective date of such termination; (ii) The Company will pay Executive a total amount equal to twenty four eighteen (24 18) months of Executive’s then current Base Salary, less applicable taxes and deductions; to be made in approximately equal biweekly installments in accordance with the Company’s usual payroll practices over a period of twenty four eighteen (2418) months beginning after the effective date of the separation agreement described in Section 4(d); (iii) The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements of COBRA and subject to Executive’s payment of a premium co-pay related to the coverage that is no less favorable than the premium co-pay charged to active employees of the Company electing the same coverage, for twenty four eighteen (24 18) months from the Separation Date; provided , that the Company shall have no obligation to provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the such premiums, the Company will continue to reimburse Execute for such premiums for a period of eighteen (18) months; and (iv) That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall vest and be immediately exercisable as of the date of the employment termination. All options and shares of restricted stock shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable plan.

Termination by the Company Without Cause or by Executive With Good Reason. If In the event that Executive’s employment is terminated by the Company without Cause or by Executive with for Good Reason, during the Term, thenTerm shall expire on the Termination Date and Executive shall be entitled to: (ia) The Company will pay the Accrued Obligations to Executive promptly following the effective date of such termination; (ii) The Company will pay Executive a total an amount equal to twenty four the greater of (24 i) (A) twelve (12) months of Executive’s then current Base Salary, less Salary as in effect immediately prior to the Termination Date; plus (B) the annual cash Target Incentive for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved and (ii) the amount that the Executive would be entitled to receive under the Company’s severance plan applicable taxes and deductions; to Executive. Such amounts will be made in approximately equal biweekly installments payable over a period of one (1) year following such termination in accordance with the Company’s usual normal payroll practices over a period of twenty four (24) months beginning after the effective date of the separation agreement described in Section 4(d); (iii) The Company will continue practices, at normal payroll duties and subject to provide medical insurance coverage for Executive and Executive’s familyapplicable withholdings, subject to the requirements satisfaction of COBRA and subject to 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 purposes of a premium co-pay related Section 409A of the Code; (b) continued medical (health, prescription drug, dental, and vision) benefits to the coverage that is no less favorable than same extent Executive participated prior to Termination Date (with Executive required to pay the premium co-amount Executive would have been required to pay charged to active employees of the Company electing the same coverage, for twenty four (24 months from the Separation Date; provided , that the Company shall have no obligation to provide such coverage if had Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the remained an active employee at such premiums, the Company will continue to reimburse Execute for such premiums time) for a period of eighteen twelve (1812) monthsmonths following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or her 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; and (ivc) That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall vest and be immediately exercisable as of the date of the employment termination. All options and shares of restricted stock shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable planAccrued Obligations.

Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, during the Term, then: (i) The Company will pay the Accrued Obligations to Executive promptly following the effective date of such termination; (ii) The Company will pay Executive a total amount equal to twenty four eighteen (24 18) months of Executive’s then current Base Salary, less applicable taxes and deductions; to be made in approximately equal biweekly installments in accordance with the Company’s usual payroll practices over a period of twenty four eighteen (2418) months beginning after the effective date of the separation agreement described in Section 4(d); (iii) The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements of COBRA and subject to Executive’s payment of a premium co-pay related to the coverage that is no less favorable than the premium co-pay charged to active employees of the Company electing the same coverage, for twenty four eighteen (24 18) months from the Separation Date; provided , that the Company shall have no obligation to provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the such premiums, the Company will continue to reimburse Execute for such premiums for a period of eighteen (18) months; and (iv) That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall vest and be immediately exercisable as of the date of the employment termination. All options and shares of restricted stock shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable plan.