Common use of Termination by the Company Without Cause or by the Employee for Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability (iii) the Employee resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewal, his Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in accordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") 50% of the then current year Target Bonus, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount. If the Employee's employment is terminated in the manner described in this Section 6(d), for a period of three years from the Termination Date, the Company shall reimburse the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee the fringe benefits pursuant to Section 5 which have accrued prior to the Termination Date. Notwithstanding the foregoing, if the Employee is a Specified Employee as of the date of his termination under this Section 6(d), then:

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability or (iii) the Employee resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the EmployeeReason, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewala severance amount of $400,000 to be paid on the Termination Date, and Employee shall receive $200,000 in consideration for his Base Salary from covenants and agreements provided in sections 7 and 8, with such amount to be paid in a lump sum of $100,000 on the first anniversary of the Termination Date and the remaining $100,000 to be paid on the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in accordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") 50% of the then current year Target Bonus, provided, however, that if Date. If such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive as damages for such termination, a lump sum payment (the "Change severance amount of Control Severance Payment") of his Base Salary from the Termination Date $700,000 to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount. If the Employee's employment is terminated in the manner described in this Section 6(d), for a period of three years from be paid on the Termination Date, and Employee shall be entitled to receive $200,000 in consideration for his covenants and agreements provided in sections 7 and 8, to be paid six months after the Termination Date. If such a termination occurs after the occurrence of or in contemplation of a Change of Control, as provided in the prior sentence, the Noncompete Period provided in section 7(a) shall be reduced to six months. During the applicable Noncompete Period, the Company shall also reimburse the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act. During the applicable Noncompete Period, the Company will also continue Employee's life insurance and ’s disability coverage to coverage. In addition, the extent limited by Section 5(g), and Company will pay to the Employee the fringe benefits pursuant to Section section 5 which have accrued prior to the Termination Date. Notwithstanding the foregoing, if the Employee is a Specified Employee as of the date of his termination under this Section 6(d), then:.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability or (iii) the Employee resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the EmployeeReason, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewal, his Base Salary for a period elected by the Company at its option (by written notice to the Employee delivered within ten business days after the Termination Date) of either [a] one year from the Termination Date (in which case, the Noncompete Period pursuant to section 7 will end one year from the second anniversary of Termination Date) or [b] 18 months from the Termination Date (in which case the "Salary Continuation Severance Payments") Noncompete Period pursuant to be paid in accordance with section 7 will end 18 months from the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") 50% of the then current year Target Bonus, Termination Date); provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of his Base Salary from the Termination Date to the third second anniversary of the Termination Date plus (the greater of 200% of period during which the average annual payments under Employee is entitled to receive his Base Salary pursuant hereto is referred to as the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount"Severance Period"). If the Employee's employment is terminated in Company fails to provide written notice to the manner described in this Section 6(d)Employee electing the Severance Period pursuant to clause [a] or [b] above with the ten-business day period, for a period of three years the Severance Period shall be deemed to be one year from the Termination Date. Such payment of Base Salary shall be made in accordance with the normal payroll practices of the Company. During the Severance Period, the Company shall also reimburse the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act. During the Severance Period, the Company will also continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and will pay to the Employee the fringe benefits pursuant to Section section 5 which have accrued prior to the Termination Date. Notwithstanding the foregoing, if the Employee is a Specified Employee as of the date of his termination under this Section 6(d), then:termination.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability (iii) the Employee resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewal, his Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in accordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") 50equaling 100% of the then current year Target Bonusaverage annual payments under the Bonus Plans over the preceding three years, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount. If the Employee's employment is terminated in the manner described mannerdescribed in this Section 6(d), for a period of three years from the Termination Date, the Company shall reimburse the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee the fringe benefits pursuant to Section 5 which have accrued prior to the Termination Date. Notwithstanding the foregoing, if the Employee is a Specified Employee as of the date of his termination under this Section 6(d), then: