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

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 2(d), or the Executive terminates his employment for Good Reason as provided in Section 2(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) subject to the Executive signing the Release within the 21-day period following the Date of Termination and the expiration of the seven-day revocation period for the Release, the Company shall pay the Executive an amount equal to one times the sum of (A) the Executive’s Base Salary and (B) the amount of the target value for each of his outstanding performance equity awards under the Company’s long-term incentive compensation program with a performance measurement period that has not ended as of the Date of Termination (the “Severance Amount”). If such termination occurs within 12 months after a Change in Control, the Severance Amount shall be the sum of (A) the Executive’s Base Salary and (B) the greater of the target value or the calculated value as of the date upon which a Change in Control occurred (the “Change in Control Date”) for each of his outstanding performance equity awards as of the Change in Control Date under the Company’s long-term incentive program with a performance measurement period that had not ended as of the Change in Control Date, with the Change in Control Date being deemed the last day of the performance measurement period. In the case of such a Change in Control, the calculated value of each such outstanding equity performance award under the Company’s long-term incentive program shall be determined, if applicable, using a Closing Stock Price (as defined under the Company’s long-term incentive program) that is equal to the fair market value, as determined by the Compensation Committee of the Board of Directors of the Company, of the total consideration paid or payable in the transaction resulting in the Change of Control for one share of common stock of the Company. The Severance Amount shall be paid out in a lump sum on the first payroll date that occurs at least 30 days after the Date of Termination; and (ii) upon the Date of Termination, all time-based restricted stock awards held by the Executive shall vest and become nonforfeitable; and (iii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for 18 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 2(d), or the Executive terminates his employment for Good Reason as provided in Section 2(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) subject to the Executive signing the Release within the 21-day period following the Date of Termination and the expiration of the seven-day revocation period for the Release, the Company shall pay the Executive an amount equal to one times the sum of (A) the Executive’s Base Salary and (B) the amount of the target value for each of his outstanding performance equity awards under the Company’s long-term incentive compensation program with a performance measurement period that has not ended as of the Date of Termination (the “Severance Amount”). If such termination occurs within 12 months after a Change in Control, the Severance Amount shall be two (2) times the sum of (A) the Executive’s Base Salary and (B) the greater of the target value or the calculated value as of the date upon which a Change in Control occurred (the “Change in Control Date”) for each of his outstanding performance equity awards as of the Change in Control Date under the Company’s long-term incentive program with a performance measurement period that had not ended as of the Change in Control Date, with the Change in Control Date being deemed the last day of the performance measurement period. In the case of such a Change in Control, the calculated value of each such outstanding equity performance award under the Company’s long-term incentive program shall be determined, if applicable, using a Closing Stock Price (as defined under the Company’s long-term incentive program) that is equal to the fair market value, as determined by the Compensation Committee of the Board of Directors of the Company, of the total consideration paid or payable in the transaction resulting in the Change of Control for one share of common stock of the Company. The Severance Amount shall be paid out in a lump sum on the first payroll date that occurs at least 30 days after the Date of Termination; and (ii) upon the Date of Termination, all time-based restricted stock awards held by the Executive shall vest and become nonforfeitable; and (iii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for 18 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 2(d4(d), or the Executive terminates his employment for Good Reason as provided in Section 2(e4(e), or the Executive terminates employment at the end of the Term after the Company provides notice of intent not to renew pursuant to Section 1 for reasons other than would provide grounds for a Cause termination, then the Company shall, through the Date of Termination, pay the Executive his or her Accrued BenefitBenefits. In addition: (i) subject to If the Executive signing signs a general release of claims substantially in the form which is attached as Exhibit A to this Agreement) (the “Release”) within twenty-one (21) days of the receipt of the form of the Release within (extended to forty-five (45) days in the 21-day period following the Date event of Termination a group termination or exit incentive program) and the expiration of does not revoke such Release during the seven-day revocation period for the Release, period: i. the Company shall pay the Executive an amount equal to one two times the sum of (A) the Executive’s most recent Base Salary and target Annual Bonus (Bbut determined prior to any action involving Base Salary that would constitute Good Reason) the amount of the target value for each of his outstanding performance equity awards under the Company’s long-term incentive compensation program with a performance measurement period that has not ended as of the Date of Termination (the “Severance Amount”). If To the extent that such termination occurs within 12 months after Severance Amount exceeds the 409A Separation Pay Limit (as defined below), such amount shall be paid in a Change in Controlsingle lump sum on the regular payroll date of the Company, pertaining to then current salaried Executives of the Company, (“payroll date”) next following the first anniversary date of the Executive’s Date of Termination. The portion of the Severance Amount that does not exceed the 409A Separation Pay Limit shall be paid in substantially equal amounts on each payroll date over a one year period; and ii. the sum Company shall pay the Executive an amount in cash equal to the Company’s premium amounts paid for coverage of (A) Executive at the time of the Executive’s Base Salary and (B) the greater termination of the target value or the calculated value as of the date upon which a Change in Control occurred (the “Change in Control Date”) for each of his outstanding performance equity awards as of the Change in Control Date coverage under the Company’s long-term incentive program with a performance measurement period that had not ended as of the Change in Control Date, with the Change in Control Date being deemed the last day of the performance measurement period. In the case of such a Change in Control, the calculated value of each such outstanding equity performance award under the Company’s long-term incentive program shall be determined, if applicable, using a Closing Stock Price (as defined under the Company’s long-term incentive program) that is equal to the fair market value, as determined by the Compensation Committee of the Board of Directors of the Company, of the total consideration paid or payable in the transaction resulting in the Change of Control for one share of common stock of the Company. The Severance Amount shall be paid out in a lump sum on the first payroll date that occurs at least 30 days after the Date of Termination; and (ii) upon the Date of Termination, all time-based restricted stock awards held by the Executive shall vest and become nonforfeitable; and (iii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group healthmedical, dental and vision program programs for 18 a period of twenty four (24) months, to be paid directly to the Executive at the same times such payments would be paid on behalf of a current Executive for such coverage; provided, however, that the continuation of health benefits : 1. No payments shall be made under this Section shall reduce paragraph (ii) unless and count against until the Executive’s rights Executive timely elects continued coverage under such plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, 1985 as amended (“COBRA”); 2. This paragraph (ii) shall not be read or construed as placing any restrictions upon amounts paid under this paragraph (ii) as to their use; 3. Payments under this paragraph (ii) shall cease as of the earliest to occur of the following: a. the Executive is no longer eligible for and continuing to receive the COBRA coverage elected in subparagraph (A); b. the time period set forth in the first sentence of this paragraph (ii); c. the date on which the Executive first becomes eligible to enroll in a group health plan in which eligibility is based on employment with an employer, and d. if the Company in good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010, as amended. iii. If the Executive has opted out of the Company’s group medical, dental and vision programs during the coverage year in which termination occurs, the Company shall add to the Severance Amount an amount equal to twenty-four (24) months of the Company’s monthly amount paid to Executives who opt out from such coverage. iv. Each individual payment of Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, shall be deemed to be a separate “payment” for purposes and within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii). v. Each individual payment of the Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, which are considered “non-qualified deferred compensation” (“NQDC”) under Section 409A shall be made on the date(s) provided herein and no request to accelerate or defer any such payment under this Agreement shall be considered or approved for any reason whatsoever, except as permitted under Section 409A and as the Company allows in its sole discretion. The Company may in its sole discretion accelerate or defer (but not beyond the time limit set forth below) any severance payments which do not constitute NQDC in order to allow for the payment of taxes due, but not beyond the time limit specified for such payment such that the payment would be treated as NQDC. Subject to the requirements of Section 409A, if any severance payment or reimbursement under Section 5(b) of this Agreement is determined in good faith by the Company to constitute NQDC payable to a “specified Executive” as defined under Section 409A, then the Company shall make any such payment not earlier than the earlier of: (x) the first payroll date which is six (6) months following the Executive’s separation from service (as defined under Section 409A) with the Company, or (y) the date of Executive’s death. vi. for purposes of this Section 5, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.