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

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan year immediately preceding such termination, or (B) the target bonus for the bonus plan year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s employment termination. Perquisites otherwise receivable by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. (v) Any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two years; or (B) the stock option expiration or other termination date. (vi) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan year immediately preceding such termination, or (B) the target bonus for the bonus plan year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second first anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s employment termination. Perquisites otherwise receivable by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. (v) Any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two yearsone year; or (B) the stock option expiration or other termination date. (vi) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 35,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, death or Disability, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (aSection 2(b), the Company will pay the following amounts and provide the following severance benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had One (1) times the Executive’s employment continued to annual base salary (“Base Salary”) at the end Executive’s termination of employment, plus one (1) times the Employment Term. For this purposeExecutive’s annual incentive bonus, annual bonus which will be determined as the highest higher of (A) the actual incentive bonus paid for the bonus plan year immediately preceding such terminationtermination of employment, or (B) the target incentive bonus for the bonus plan year in which such termination of employment occurs (or, if such target incentive bonus has not yet been set by termination of employment, the target incentive bonus for the bonus plan year immediately preceding such termination of employment), plus (C) the amount, if any, to which the bonus that would have been paid to the Executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of (A) or (B). (ii) Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans vision through the end one (1) year period commencing on the Executive’s termination of employment and ending on the first anniversary of the Employment TermExecutive’s termination of employment (such period referred to as the “Severance Continuation Period”, subject to Section 2(g) if applicable), at the same cost to the Executive as in effect on the date of the Executive’s terminationtermination of employment, provided that to the extent such continued coverage extends beyond the COBRA continuation period, such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); provided, further, Executive timely applies and Executive and Executive’s dependents remain eligible for the coverage, and provided further that such continued coverage does not result in adverse tax or monetary penalties to the Company (or other applicable adverse effects to the Company based on coverage discrimination rules then in effect). Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to Executive or Executive’s dependents beyond that mandated by law (that is, the coverage under this Section 2(d)(ii) will be concurrent with, and not consecutive to, the coverage period mandated by law). Such medical, dental and vision benefits otherwise receivable by Executive pursuant to this Section 2(d)(ii) shall be discontinued to the extent comparable benefits are actually received by Executive from a subsequent employer (including an employer of Executive’s spouse) during the Severance Continuation Period, and any such benefits actually received by Executive shall be reported to the Company. The Severance Continuation Period shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under such Company’s benefit plans to the maximum extent permitted by applicable law. If the Company determines that the Executive cannot participate in any such benefit plan because he the Executive is not actively performing services for the Company (or due to such continued coverage resulting in adverse effects to the Company), or the Company ceases to provide such benefit plans after Executive’s termination of employment, the Company may provide will make provision for such benefits under an alternate arrangement, such as through the purchase reimbursement of an individual insurance policy purchased by the Executive that provides similar benefits orbenefits, if applicable, through a nonqualified pension provided that such reimbursement will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or profit sharing planany similar or successor provisions). To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonusincentive bonus target) through the end of the Employment Term Severance Continuation Period shall be deemed to be at the highest rate in effect during the 12-month twelve (12)-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment terminationthe Executive’s termination of employment, including: (A) reimbursement for club dues through the end of the Employment Term; and (B) including reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through incurred on or before December 31 of the calendar year that includes the second last day of the Severance Continuation Period; provided that reimbursement of such perquisites shall be made to the Executive in accordance with the Company’s reimbursement practices, and in all events no later than December 31 of the calendar year that includes the third anniversary of the Executive’s termination of employment termination(or such earlier time as required under Code Section 409A). The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s employment terminationtermination of employment. Perquisites otherwise receivable by the Executive pursuant to this Paragraph Section shall be reduced to the extent (i) comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s termination of employment termination covered by this ParagraphSection or (ii) comparable perquisites are reduced for active executive officers of the Company during such time. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. (v) Any outstanding stock options, restricted stock or other equity-based compensation awards that would have vested during the Severance Continuation Period shall immediately vest upon such the date of the Executive’s termination dateof employment, and any such vested stock options shall will be immediately exercisable at any time prior to the earlier of: of (A) two years; the last day of the Severance Continuation Period, or (B) the stock option expiration or other termination date, subject to the terms of the equity-based compensation award and applicable xxxxxxx xxxxxxx policies and regulations. Notwithstanding the foregoing, any restricted stock or other equity-based compensation awards that were intended to satisfy the requirements for performance-based compensation under Code Section 162(m), and would become vested only upon the attainment of specified performance goals, shall vest only if (and at the time that) such performance goals are achieved. (vi) The Executive’s bonus bank amount, if positive, as of the date of such termination. (viiv) Outplacement services, as elected by the Executive (and with a firm elected selected by the Executive), not to exceed $50,000 35,000 in total. Such outplacement services must be incurred by the Executive no later than the end of the calendar year that includes the last day of the Severance Continuation Period. If applicable, reimbursement of such expenses shall be made to the Executive no later than the end of the calendar year that includes the third anniversary of the Executive’s termination of employment (or earlier as provided under Code Section 409A). (vi) To the extent the Company’s group life insurance benefit plan permits Executive to elect to convert such coverage into individual life insurance policy coverage after Executive’s termination of employment, and the Executive makes such election, the Company shall provide reimbursement of any premiums paid by Executive on such individual life insurance policy coverage through the Severance Continuation Period; provided that reimbursement of such premiums shall be made to the Executive in accordance with the Company’s reimbursement practices, and in all events no later than December 31 of the calendar year that includes the third anniversary of the Executive’s termination of employment (or such earlier time as required under Code Section 409A).

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s 's employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s 's employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan fiscal year immediately preceding such termination, or (B) the target bonus for the fiscal year in which such termination occurs, or (C) the actual bonus plan attained for the fiscal year in which such termination occurs. (ii) Continued coverage under the Company’s 's medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s 's termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s 's compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s 's termination of employment. (iii) The Company will provide the Executive perquisites with reimbursement for club dues on the same basis on which the Executive was receiving such perquisites reimbursement prior to his employment termination, including: (A) reimbursement for club dues termination through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisitesreimbursement, at the same level in effect immediately prior to the Executive’s 's employment termination. Perquisites Reimbursement otherwise receivable by the Executive pursuant to this Paragraph paragraph shall be reduced to the extent comparable perquisites benefits are actually received by or made available to the Executive without cost during the 24 month period following the Executive’s 's employment termination covered by this Paragraphtermination. The Executive shall report to the Company any such perquisites benefits actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s 's age and service with the Company with respect to (A) eligibility, vesting and the amount of benefits under the Company’s 's executive benefit plans to plans, and (B) the maximum extent permitted by applicable law. (v) Any vesting of any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two years; or (B) the stock option expiration or other termination dateawards. (viv) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by Company will provide the Executive (and with a firm elected reimbursement for such outplacement services as may be selected by the Executive), not to exceed $50,000 in totalthe amount of reimbursement as is customary for similarly situated executives of the Company.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his her employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan year immediately preceding such termination, or (B) the target bonus for the bonus plan year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he she is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his her employment termination, including: (A) reimbursement for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second first anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s employment termination. Perquisites otherwise receivable by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. (v) Any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two yearsone year; or (B) the stock option expiration or other termination date. (vi) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 35,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan year immediately preceding such termination, or (B) the target bonus for the bonus plan year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: : (A) reimbursement for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second first anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s employment termination. Perquisites otherwise receivable by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. (v) Any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two yearsone year; or (B) the stock option expiration or other termination date. (vi) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 35,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (aparagraph 5(a), the Company will pay the following amounts and provide the following benefits: (i) The A lump sum amount equal to two (2.0) multiplied by the sum of the Executive’s Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment TermAnnual Bonus. For this purpose, annual bonus “Annual Bonus” will be determined as the highest of (Ai) the actual bonus paid for the bonus plan fiscal year immediately preceding such termination, or (Bii) the target bonus (e.g., bonus equal to 100% of Base Salary) for the fiscal year in which such termination occurs, or (iii) the actual bonus plan attained for the fiscal year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension401(k), profit sharing and other executive benefit plans through the end 24 month anniversary of the Employment Termdate that Executive’s employment was terminated, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. The amount of such continued coverage will be determined, if applicable, by adding 24 additional months of age and service to the Executive’s actual age and service as of the Executive’s termination date and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding her termination date. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall will be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement Obtain professional outplacement services for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior Company’s expense, to the Executive’s employment termination. Perquisites otherwise receivable be performed by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received a nationally recognized outplacement firm selected by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The 24-month period through of benefit continuation following the end date of the Employment Term shall continue to termination will count for purposes of determining the Executive’s age and service with the Company with respect to (A) eligibility, vesting and the amount of benefits under the Company’s executive benefit plans to plans, and (B) the maximum extent permitted by applicable law. (v) Any vesting of any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination dateawards. Prior to receiving any payment, coverage or benefit as provided in this paragraph 5(d), the Executive will execute and any such stock options shall be immediately exercisable at any time prior deliver to the earlier of: (A) two years; or (B) Company a valid General Release Agreement in the stock option expiration or other form prepared by the Company. For purposes of this Agreement, delivery of a notice of non-renewal of the Term by the Company will be considered a termination date. (vi) The Executive’s bonus bank amount, if positive, without Cause effective as of the date that the Term expires as a result of such terminationthe notice of non-renewal. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his her employment for Good Reason, in addition to the benefits payable under (aparagraph 5(a), the Company will pay the following amounts and provide the following benefits: (i) The A lump sum amount equal to one and one-half (1.5) multiplied by the sum of the Executive’s Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment TermAnnual Bonus. For this purpose, annual bonus “Annual Bonus” will be determined as the highest of (Ai) the actual bonus paid for the bonus plan fiscal year immediately preceding such termination, or (Bii) the target bonus for the fiscal year in which such termination occurs, or (iii) the actual bonus plan attained for the fiscal year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension401(k), profit sharing and other executive benefit plans through the end 18 month anniversary of the Employment Termdate that Executive’s employment was terminated, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he she is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. The amount of such continued coverage will be determined, if applicable, by adding 18 additional months of age and service to the Executive’s actual age and service as of the Executive’s termination date and as if the Executive earned compensation during such 18-month period at the rate in effect during the 12-month period immediately preceding her termination date. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall will be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement Obtain professional outplacement services for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior Company’s expense, to the Executive’s employment termination. Perquisites otherwise receivable be performed by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received a nationally recognized outplacement firm selected by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The 18-month period through of benefit continuation following the end date of the Employment Term shall continue to termination will count for purposes of determining the Executive’s age and service with the Company with respect to (A) eligibility, vesting and the amount of benefits under the Company’s executive benefit plans to plans, and (B) the maximum extent permitted by applicable law. (v) Any vesting of any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination dateawards. Prior to receiving any payment, coverage or benefit as provided in this paragraph 5(d), the Executive will execute and any such stock options shall be immediately exercisable at any time prior deliver to the earlier of: (A) two years; or (B) Company a valid General Release Agreement in the stock option expiration or other form prepared by the Company. For purposes of this Agreement, delivery of a notice of non-renewal of the Term by the Company will be considered a termination date. (vi) The Executive’s bonus bank amount, if positive, without Cause effective as of the date that the Term expires as a result of such terminationthe notice of non-renewal. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (aparagraph 5(a), the Company will pay the following amounts and provide the following benefits: (i) The A lump sum amount equal to two (2.0) multiplied by the sum of the Executive’s Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment TermAnnual Bonus. For this purpose, annual bonus “Annual Bonus” will be determined as the highest of (Ai) the actual bonus paid for the bonus plan fiscal year immediately preceding such termination, or (Bii) the target bonus for the fiscal year in which such termination occurs, or (iii) the actual bonus plan attained for the fiscal year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension401(k), profit sharing and other executive benefit plans through the end 24 month anniversary of the Employment Termdate that Executive’s employment was terminated, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. The amount of such continued coverage will be determined, if applicable, by adding 24 additional months of age and service to the Executive’s actual age and service as of the Executive’s termination date and as if the Executive earned compensation during such 24-month period at the rate in effect during the 12-month period immediately preceding her termination date. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall will be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement Obtain professional outplacement services for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior Company’s expense, to the Executive’s employment termination. Perquisites otherwise receivable be performed by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received a nationally recognized outplacement firm selected by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The 24-month period through of benefit continuation following the end date of the Employment Term shall continue to termination will count for purposes of determining the Executive’s age and service with the Company with respect to (A) eligibility, vesting and the amount of benefits under the Company’s executive benefit plans to plans, and (B) the maximum extent permitted by applicable law. (v) Any vesting of any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination dateawards. Prior to receiving any payment, coverage or benefit as provided in this paragraph 5(d), the Executive will execute and any such stock options shall be immediately exercisable at any time prior deliver to the earlier of: (A) two years; or (B) Company a valid General Release Agreement in the stock option expiration or other form prepared by the Company. For purposes of this Agreement, delivery of a notice of non-renewal of the Term by the Company will be considered a termination date. (vi) The Executive’s bonus bank amount, if positive, without Cause effective as of the date that the Term expires as a result of such terminationthe notice of non-renewal. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (Ai) the actual bonus paid for the bonus plan fiscal year immediately preceding such termination, or (Bii) the target bonus for the fiscal year in which such termination occurs, or (iii) the actual bonus plan attained for the fiscal year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) The Company will provide the Executive perquisites with reimbursement for club dues on the same basis on which the Executive was receiving such perquisites reimbursement prior to his employment termination, including: (A) reimbursement for club dues termination through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisitesreimbursement, at the same level in effect immediately prior to the Executive’s employment termination. Perquisites Reimbursement otherwise receivable by the Executive pursuant to this Paragraph paragraph shall be reduced to the extent comparable perquisites benefits are actually received by or made available to the Executive without cost during the 24 month period following the Executive’s employment termination covered by this Paragraphtermination. The Executive shall report to the Company any such perquisites benefits actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to (i) eligibility, vesting and the amount of benefits under the Company’s executive benefit plans to plans, and (ii) the maximum extent permitted by applicable law. (v) Any vesting of any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two years; or (B) the stock option expiration or other termination dateawards. (viv) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by Company will provide the Executive (and with a firm elected reimbursement for such outplacement services as may be selected by the Executive), not to exceed $50,000 in totalthe amount of reimbursement as is customary for similarly situated executives of the Company.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s 's employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s 's employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan fiscal year immediately preceding such termination, or (B) the target bonus for the fiscal year in which such termination occurs, or (C) the actual bonus plan attained for the fiscal year in which such termination occurs. (ii) Continued coverage under the Company’s 's medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s 's termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s 's compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s 's termination of employment. (iii) The Company will provide the Executive perquisites with reimbursement for club dues on the same basis on which the Executive was receiving such perquisites reimbursement prior to his employment termination, including: (A) reimbursement for club dues termination through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisitesreimbursement, at the same level in effect immediately prior to the Executive’s 's employment termination. Perquisites Reimbursement otherwise receivable by the Executive pursuant to this Paragraph paragraph shall be reduced to the extent comparable perquisites benefits are actually received by or made available to the Executive without cost during the 36 month period following the Executive’s 's employment termination covered by this Paragraphtermination. The Executive shall report to the Company any such perquisites benefits actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s 's age and service with the Company with respect to (A) eligibility, vesting and the amount of benefits under the Company’s 's executive benefit plans to plans, and (B) the maximum extent permitted by applicable law. (v) Any vesting of any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two years; or (B) the stock option expiration or other termination dateawards. (viv) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by Company will provide the Executive (and with a firm elected reimbursement for such outplacement services as may be selected by the Executive), not to exceed $50,000 in totalthe amount of reimbursement as is customary for similarly situated executives of the Company.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for CauseCause or death or disability, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Executive’s Base Salary through the one-year anniversary of the employment termination and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term. For this purposeincentive bonus, annual bonus which will be determined as the highest of (A) the actual incentive bonus paid for the bonus plan year immediately preceding such termination, or (B) the target annual incentive bonus for the bonus plan year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, lifevision, disability, pension, profit sharing key manager life insurance and other executive benefit plans pension through the end one-year anniversary of the Employment Termemployment termination, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual incentive bonus) through the end one-year anniversary of the Employment Term employment termination shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement for club dues through the end one year anniversary of the Employment Termemployment termination; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second first anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s employment termination. Perquisites otherwise receivable by the Executive pursuant to this Paragraph Section shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this ParagraphSection. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The period through the end one-year anniversary of the Employment Term Executive’s employment termination shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit pension plans to the maximum extent permitted by applicable law. (v) Any outstanding stock options, restricted stock or other equity-based compensation awards that would have vested during the period through the one year anniversary of the Executive’s employment termination shall immediately vest upon such termination date, and any such Company stock options shall be immediately exercisable at any time prior to the earlier of: (A) two yearsone year; or (B) the stock option expiration or other termination date, subject to applicable xxxxxxx xxxxxxx policies and regulations. (vi) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by the Executive (and with a firm elected selected by the Executive), not to exceed $50,000 35,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s 's employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s 's employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan year immediately preceding such termination, or (B) the target bonus for the bonus plan year in which such termination occurs. (ii) Continued coverage under the Company’s 's medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s 's termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s 's compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s 's termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s 's employment termination. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s 's employment termination. Perquisites otherwise receivable by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s 's employment termination covered by this Paragraph. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s 's age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s 's benefit plans to the maximum extent permitted by applicable law. (v) Any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two years; or (B) the stock option expiration or other termination date. (vi) The Executive’s 's bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $50,000 in total.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits: (i) The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term. For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan fiscal year immediately preceding such termination, or (B) the target bonus for the fiscal year in which such termination occurs, or (C) the actual bonus plan attained for the fiscal year in which such termination occurs. (ii) Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination. If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment. (iii) The Company will provide the Executive perquisites with reimbursement for club dues on the same basis on which the Executive was receiving such perquisites reimbursement prior to his employment termination, including: (A) reimbursement for club dues termination through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the second anniversary of the Executive’s employment termination. The Company will bear the cost of such perquisitesreimbursement, at the same level in effect immediately prior to the Executive’s employment termination. Perquisites Reimbursement otherwise receivable by the Executive pursuant to this Paragraph paragraph shall be reduced to the extent comparable perquisites benefits are actually received by or made available to the Executive without cost during the 24 month period following the Executive’s employment termination covered by this Paragraphtermination. The Executive shall report to the Company any such perquisites benefits actually received by or made available to the Executive. (iv) The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to (A) eligibility, vesting and the amount of benefits under the Company’s executive benefit plans to plans, and (B) the maximum extent permitted by applicable law. (v) Any vesting of any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of: (A) two years; or (B) the stock option expiration or other termination dateawards. (viv) The Executive’s bonus bank amount, if positive, as of the date of such termination. (vii) Outplacement services, as elected by Company will provide the Executive (and with a firm elected reimbursement for such outplacement services as may be selected by the Executive), not to exceed $50,000 in totalthe amount of reimbursement as is customary for similarly situated executives of the Company.