Common use of Termination by the Company without Cause or Resignation by Executive for Good Reason Clause in Contracts

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) provided that Executive first executes and returns to the Company (and does not revoke) a release of all claims that is in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of the date of termination, equal to three (3) times the average of Executive's compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) the Annual Bonus and (iii) the value (based on a Black Scholes formula in the case of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by If, during the Term, the Company terminates Executive’s employment without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rightsthen, plus (ii) provided that Executive first executes and returns to in either case, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and does not revoke) the date of any such Separation from Service, the “Date of Termination”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of all claims that is substantially in the form attached hereto as Exhibit A (the “Release”) and substance reasonably satisfactory to the Company, and subject to Executive's ’s continued compliance with the provisions of Section 9 of this Agreement 8 below (the “Restrictions”), then Executive shall be entitled to receive the payments and benefits set forth below: (i) The Company shall pay to Executive an amount in cash equal to the extent expressly applicable after sum of (a) twenty-four (24) months (or in the Agreement Term): 8.4.1. an amountcase of a Change in Control Termination, payable thirty-six (36) months), of Executive’s Base Salary plus (b) two (2) times (or in the case of a lump sum without discount within 30 days of the date of terminationChange in Control Termination, equal to three (3) times times) Executive’s Target Cash Bonus (collectively, the average “Cash Severance”). The Company shall pay the Cash Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the period commencing on the Date of Executive's compensation over Termination and ending on the last three full calendar years ending prior to the termination date including twenty-four (i) the Base Salary; 24)-month anniversary (ii) the Annual Bonus and (iii) the value (based on a Black Scholes formula or in the case of options and value a Change in Control Termination, thirty-six (36)-month anniversary) thereof (the “Severance Period”); provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 7(b)(i) shall be made prior to the beginning of the underlying grants in the case of LTIP or outperformance planssecond (2nd) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executivesuch calendar year. In the event that there are less than three full calendar years completed after the execution For purposes of this Agreement, the average shall be based on (i) 2006 (including compensation paid a “Change in Control Termination”, means a termination of Executive’s employment by the predecessor of the CompanyCompany without Cause or by Executive for Good Reason, in either case, on or within eighteen (18) and months following a Change in Control (ii) any other full completed years prior to the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled as defined in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall ’s 2024 Incentive Award Plan, as may be substantially identical amended from time to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intendedtime, and shall be deemed, to satisfy the obligations of the Company and or any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paidsuccessor plan thereto).

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) provided that Executive first executes and returns to the Company (and does not revoke) a release of all claims that is in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of the date of termination, equal to three two (32) times the average of Executive's compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) the Annual Bonus and (iii) the value (based on a Black Scholes formula in the case of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three two (32) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. (a) The Agreement Term and Company shall have the right to terminate Executive's ’s employment hereunder may be terminated by with the Company without Cause pursuant to this Section 6.1 at any time and without Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.4 or 6.5 below is not a termination without Cause for any reason purposes of receiving the benefits described in this Section 6.1. (b) In the event the Company terminates Executive’s employment without Cause or by Executive's resignation Executive Resigns for Good Reason at (as defined in Section 6.1(g) below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any time upon thirty (30) days written notice by the terminating partyalternative definition thereunder, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reasona “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (as defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive the following severance benefits (the “Severance Benefits”): (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for six (6) months, less all applicable withholdings and deductions, and paid in equal installments beginning on the Accrued RightsCompany’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), plus with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. (ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Executive will be paid all of the Accrued Obligations (as defined in Section 6.1(d) below) on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. If eligible to receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement, Executive will only receive such Severance Benefits if: (i) within the time period provided that in the separation agreement (which shall be no longer than 60 days following the date of Executive’s Separation from Service), Executive first executes has signed and returns delivered to the Company (and does not revoke) a separation agreement that includes, among other terms, an effective general release of all claims in favor of the Company and its affiliates and representatives, in the form presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is in form referred to as the “Release Effective Date”); and substance reasonably satisfactory to (ii) if Executive holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with his post-termination obligations under this Agreement and subject to Executive's continued compliance the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including, without limitation, any non-disparagement, confidentiality and cooperation provisions of Section 9 contained in Release. (d) For purposes of this Agreement Agreement, “Accrued Obligations” are (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of i) Executive’s accrued but unpaid salary through the date of termination, equal to three (3) times the average of Executive's compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Annual Bonus Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the value (based on a Black Scholes formula in the case provisions of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of terminationsuch plan. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) provided that Executive first executes and returns to the Company (and does not revoke) a release of all claims that is in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of the date of termination, equal to three (3) times the average of Executive's ’s compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) the Annual Bonus and (iii) the value (based on a Black Scholes formula in the case of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's ’s benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. (Other Than in Connection with a Change in Control). (a) The Agreement Term and Company will have the right to terminate Executive's ’s employment hereunder may be terminated by with the Company without Cause at any time and for any reason or by Executive's resignation without Cause (as defined below). Likewise, Executive may resign for Good Reason at any time upon thirty (30as defined below). In the absence of a Change in Control (as defined below) days written notice by and in the terminating party, although the Company may waive services during that period. If Executive's employment event Executive is terminated by the Company without Cause (other than by reason Cause, but not in the event of a termination due to death or Disability) Disability under Section 6.4, or if Executive resigns for Good ReasonReason (as defined below), then Executive shall will be entitled to receive the Accrued Obligations (as defined below) and in addition, provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided Executive complies with the obligations in Section 6.1(b) below, Executive will also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less standard withholdings and deductions, paid in installments on the Accrued Rights, plus Company’s regular payroll dates. (ii) provided that If Executive first executes and returns to the Company (and does not revoke) a release of all claims that is participating in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days ’s group health plans as of the date of termination, equal and if Executive timely elects continued coverage under COBRA or, if applicable, state continuation coverage laws, the Company will pay the premiums necessary to three (3) times the average of continue Executive and Executive's compensation over the last three full calendar years ending prior to ’s covered dependents’ health insurance coverage in effect on the termination date including until the earliest of: (i) twelve (12) months following the Base Salarytermination date; (ii) the Annual Bonus and date when Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the value date Executive ceases to be eligible for continuation coverage for any reason, including plan termination (based such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of continuation coverage premiums on Executive’s behalf would result in a Black Scholes formula violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying premiums pursuant to this Section, the Company will pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium it would have paid for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. (b) Executive will receive the Severance Benefits pursuant to Section 6.1(a) of this Agreement if: (i) within the timeframe provided by the Company, Executive has signed and delivered to the Company a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) if Executive holds any other positions with the Company or any affiliate, including a position on the Board, Executive resigns such position(s) to be effective no later than the date of Executive’s Separation from Service (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the case of options and value Release. (c) The Company will not make any payments to Executive with respect to any of the underlying grants benefits pursuant to Section 6.1(a) prior to the 60th day following Executive’s date of termination. On the 60th day following Executive’s date of termination, and provided that Executive has delivered an effective Release, the Company will make the first payment to Executive under Section 6.1(a)(i) in a lump sum equal to the case aggregate amount of LTIP or outperformance planspayments that the Company would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 60th day, with the balance of the payments paid thereafter on the schedule described above. (d) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution For purposes of this Agreement, the average shall be based on “Accrued Obligations” are (i) 2006 (including compensation paid by Executive’s accrued but unpaid salary through the predecessor date of the Company) and termination, (ii) any other full completed years prior unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan, and (iv) Executive’s accrued but unused vacation through the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights. In addition to Accrued Rights, plus (ii) and provided that Executive first executes and returns to the Company within 60 days after the Termination Date (and does not revoke) a release of all claims that is (other than the Accrued Rights and any other post termination rights under this Agreement) in a form and substance reasonably satisfactory to the CompanyCompany ("Release”), and subject to Executive's continued compliance with the provisions of Section 9 8 of this Agreement (to the extent expressly applicable after the Agreement Term):), Executive shall receive: 8.4.17.4.1. an amountamount (the “WCGR Payment”), which shall be payable in a lump sum without discount within 30 ten (10) days after receipt of Executive’s timely signed Release; provided that, if the Termination Date is less than seventy (70) days prior to a calendar year end, the payment shall be made no earlier than January 1 of the date of termination, following calendar year. The WCGR Payment shall be equal to three (3) times the average of the Executive's compensation ’s "Annual Compensation” over the last three full calendar years ending prior to the termination date including (i) date. “Annual Compensation” for each calendar year means the sum of Executive’s Base Salary; (ii) the Salary and Annual Bonus and (iii) with respect to that calendar year. In calculating Annual Compensation, the value (based on a Black Scholes formula in the case of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and optionsstock or LTIPs) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based its face value on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of terminationgrant. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) provided that Executive first executes and returns to the Company (and does not revoke) a release of all claims that is in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of the date of termination, equal to three two (32) times the average of Executive's ’s compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) the Annual Bonus and (iii) the value (based on a Black Scholes formula in the case of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on 2011 (i) 2006 (including compensation paid by the predecessor of the Companyannualized if necessary) and (ii) any other full completed years prior to the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's ’s benefits plans provided for a period of three two (32) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. (a) The Agreement Term and Company shall have the right to terminate Executive's ’s employment hereunder may be terminated by with the Company without Cause pursuant to this Section 6.1 at any time and without Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.4 or 6.5 below is not a termination without Cause for any reason purposes of receiving the benefits described in this Section 6.1. (b) In the event the Company terminates Executive’s employment without Cause or by Executive's resignation Executive Resigns for Good Reason at (as defined in Section 6.1(g) below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any time upon thirty (30) days written notice by the terminating partyalternative definition thereunder, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reasona “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (as defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive the following severance benefits (the “Severance Benefits”): (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, and paid in equal installments beginning on the Accrued RightsCompany’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), plus with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. (ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Executive will be paid all of the Accrued Obligations (as defined in Section 6.1(d) below) on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. If eligible to receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement, Executive will only receive such Severance Benefits if: (i) within the time period provided that in the separation agreement (which shall be no longer than 60 days following the date of Executive’s Separation from Service), Executive first executes has signed and returns delivered to the Company (and does not revoke) a separation agreement that includes, among other terms, an effective general release of all claims in favor of the Company and its affiliates and representatives, in the form presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is in form referred to as the “Release Effective Date”); and substance reasonably satisfactory to (ii) if Executive holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with his post-termination obligations under this Agreement and subject to Executive's continued compliance the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including, without limitation, any non-disparagement, confidentiality and cooperation provisions of Section 9 contained in Release. (d) For purposes of this Agreement Agreement, “Accrued Obligations” are (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of i) Executive’s accrued but unpaid salary through the date of termination, equal to three (3) times the average of Executive's compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Annual Bonus Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the value (based on a Black Scholes formula in the case provisions of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of terminationsuch plan. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) provided that Executive first executes and returns to the Company (and does not revoke) a release of all claims that is in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of the date of termination, equal to three two (32) times the average of Executive's ’s compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) the Annual Bonus and (iii) the value (based on a Black Scholes formula in the case of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's ’s benefits plans provided for a period of three two (32) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. (Other Than in Connection with a Change in Control). (a) The Agreement Term and Company will have the right to terminate Executive's ’s employment hereunder may be terminated by with the Company without Cause at any time and for any reason or by Executive's resignation without Cause (as defined below). Likewise, Executive may resign for Good Reason at any time upon thirty (30as defined below). In the absence of a Change in Control (as defined below) days written notice by and in the terminating party, although the Company may waive services during that period. If Executive's employment event Executive is terminated by the Company without Cause (other than by reason Cause, but not in the event of a termination due to death or Disability) Disability under Section 6.4, or if Executive resigns for Good ReasonReason (as defined below), then Executive shall will be entitled to receive the Accrued Obligations (as defined below) and in addition, provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided Executive complies with the obligations in Section 6.1(b) below, Executive will also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for eighteen (18) months, less standard withholdings and deductions, paid in installments on the Accrued Rights, plus Company’s regular payroll dates. (ii) provided that If Executive first executes and returns to the Company (and does not revoke) a release of all claims that is participating in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days ’s group health plans as of the date of termination, equal and if Executive timely elects continued coverage under COBRA or, if applicable, state continuation coverage laws, the Company will pay the premiums necessary to three (3) times the average of continue Executive and Executive's compensation over the last three full calendar years ending prior to ’s covered dependents’ health insurance coverage in effect on the termination date including until the earliest of: (i) eighteen (18) months following the Base Salarytermination date; (ii) the Annual Bonus and date when Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the value date Executive ceases to be eligible for continuation coverage for any reason, including plan termination (based such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of continuation coverage premiums on Executive’s behalf would result in a Black Scholes formula violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying premiums pursuant to this Section, the Company will pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium it would have paid for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. (b) Executive will receive the Severance Benefits pursuant to Section 6.1(a) of this Agreement if: (i) within the timeframe provided by the Company, Executive has signed and delivered to the Company a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) if Executive holds any other positions with the Company or any affiliate, including a position on the Board, Executive resigns such position(s) to be effective no later than the date of Executive’s Separation from Service (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the case of options and value Release. (c) The Company will not make any payments to Executive with respect to any of the underlying grants benefits pursuant to Section 6.1(a) prior to the 60th day following Executive’s date of termination. On the 60th day following Executive’s date of termination, and provided that Executive has delivered an effective Release, the Company will make the first payment to Executive under Section 6.1(a)(i) in a lump sum equal to the case aggregate amount of LTIP or outperformance planspayments that the Company would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 60th day, with the balance of the payments paid thereafter on the schedule described above. (d) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution For purposes of this Agreement, the average shall be based on “Accrued Obligations” are (i) 2006 (including compensation paid by Executive’s accrued but unpaid salary through the predecessor date of the Company) and termination, (ii) any other full completed years prior unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan, and (iv) Executive’s accrued but unused vacation through the date of termination. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.

Termination by the Company without Cause or Resignation by Executive for Good Reason. (a) The Agreement Term and Company shall have the right to terminate Executive's ’s employment hereunder may be terminated by with the Company without Cause pursuant to this Section 6.1 at any time and without Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.4 or 6.5 below is not a termination without Cause for any reason purposes of receiving the benefits described in this Section 6.1. (b) In the event the Company terminates Executive’s employment without Cause or by Executive's resignation Executive Resigns for Good Reason at (as defined in Section 6.1(g) below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any time upon thirty (30) days written notice by the terminating partyalternative definition thereunder, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reasona “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (as defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive the following severance benefits (the “Severance Benefits”): (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for nine (9) months, less all applicable withholdings and deductions, and paid in equal installments beginning on the Accrued RightsCompany’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), plus with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. (ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Executive will be paid all of the Accrued Obligations (as defined in Section 6.1(d) below) on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. If eligible to receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement, Executive will only receive such Severance Benefits if: (i) within the time period provided that in the separation agreement (which shall be no longer than 60 days following the date of Executive’s Separation from Service), Executive first executes has signed and returns delivered to the Company (and does not revoke) a separation agreement that includes, among other terms, an effective general release of all claims in favor of the Company and its affiliates and representatives, in the form presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is in form referred to as the “Release Effective Date”); and substance reasonably satisfactory to (ii) if Executive holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with his post- termination obligations under this Agreement and subject to Executive's continued compliance the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including, without limitation, any non- disparagement, confidentiality and cooperation provisions of Section 9 contained in Release. (d) For purposes of this Agreement Agreement, “Accrued Obligations” are (to the extent expressly applicable after the Agreement Term): 8.4.1. an amount, payable in a lump sum without discount within 30 days of i) Executive’s accrued but unpaid salary through the date of termination, equal to three (3) times the average of Executive's compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Annual Bonus Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the value (based on a Black Scholes formula in the case provisions of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of terminationsuch plan. 8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid.