Common use of Termination by the Company Without Good Cause Clause in Contracts

Termination by the Company Without Good Cause. In the event the Company terminates this Agreement prior to the Expiration Date, and thereby terminates the Employee’s employment, without Good Cause, then subject to the conditions set forth in Section 9(h), the Employee shall be entitled to the following benefits: (i) If the termination of Employee’s employment is an “Involuntary Termination” as defined in Section 9(b)(v), the Company shall pay the Employee (I) a payment (“the Separation Payment”), in a single lump sum on or before the sixtieth day next following the date of Employee’s “separation from service” (as defined in Section 9(h) below), equal to the lesser of: (a) the Severance Limit, or (b) the greater of either: (x) the Base Salary Amount; or (y) Employee’s Base Salary at the rate then in effect through the Expiration Date; and, if Employee’s Severance Compensation is not fully paid out pursuant to clause (I), then (II), as a separate payment from the Separation Payment, payment, in the form of salary continuation, beginning on the first regular payroll date next following the first day that is six months after the date of Employee’s separation from service, of the greater of either: (x) the Base Salary Amount, minus the amount paid pursuant to clause (I) above; or (y) Employee’s Base Salary at the rate then in effect through the Expiration Date minus the amount paid pursuant to clause (I) above; or (ii) If the termination of the Employee’s employment is not an Involuntary Termination, beginning on the first regular payroll date next following the first day that is six months after the date of Employee’s separation from service and in the manner provided in Section 9(i), the Company shall pay the Employee, in the form of salary continuation, the greater of either: (x) the Base Salary Amount; or (y) Employee’s Base Salary at the rate then in effect through the Expiration Date. (iii) In any of the circumstances described in Sections 9(b)(i) or 9(b)(ii), the Company shall pay the Employee for any unreimbursed expenses payable pursuant to Section 4 above that were properly incurred prior to the Employee’s termination of employment, to the extent such expenses would have been reimbursable pursuant to Section 4 above. (iv) As used in this Agreement, the term “Severance Limit” means the lesser of twice the lesser of: (A) the sum of the Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of the Employee’s preceding the taxable year of the Employee in which the Employee has a separation from service with the Company (adjusted for any increase during that year that was expected to continue indefinitely if the Employee had not separated from service); or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code § 401(a)(17) for the year in which the Employee has a separation from service.

Termination by the Company Without Good Cause. In the event the Company terminates this Agreement prior to the Expiration Date, and thereby terminates the Employee’s employment, without Good Cause, then subject to the conditions set forth in Section 9(h), the Employee shall be entitled to the following benefits: (i) If the termination of Employee’s employment is an “Involuntary Termination” as defined in Section 9(b)(v): (A) If the effective date of the termination is before August 29, 2008, the Company shall pay the Employee (I) a payment (“the Separation Payment”), in a single lump sum on or before the sixtieth day next following the date of Employee’s “separation from service” (as defined in Section 9(h) below), equal to the lesser of: (a) the Severance Limit, or (b) the greater of either: (x) the Retention Amount plus the Base Salary Amount (as defined in Section 9(b)(vi) below) or (y) the Retention Amount plus Employee’s Base Salary at the rate then in effect through the Expiration Date; and, if Employee’s Severance Compensation is not fully paid out pursuant to clause (I), then (II), as a separate payment from the Separation Payment, payment, in the form of salary continuation, beginning on the first regular payroll date next following the first day that is six months after the date of Employee’s separation from service, of the greater of either: (x) the Retention Amount plus the Base Salary Amount, minus the amount paid pursuant to clause (I) above; or (y) the Retention Amount plus Employee’s Base Salary at the rate then in effect through the Expiration Date minus the amount paid pursuant to clause (I) above; or (B) If the effective date of the termination is on or after August 29, 2008, the Company shall pay the Employee (I) a payment (“the Separation Payment”), in a single lump sum on or before the sixtieth day next following the date of Employee’s “separation from service” (as defined in Section 9(h) below), equal to the lesser of: (a) the Severance Limit, or (b) the greater of either: (x) the Base Salary Amount; or (y) Employee’s Base Salary at the rate then in effect through the Expiration Date; and, if Employee’s Severance Compensation is not fully paid out pursuant to clause (I), then (II), as a separate payment from the Separation Payment, payment, in the form of salary continuation, beginning on the first regular payroll date next following the first day that is six months after the date of Employee’s separation from service, of the greater of either: (x) the Base Salary Amount, minus the amount paid pursuant to clause (I) above; or (y) Employee’s Base Salary at the rate then in effect through the Expiration Date minus the amount paid pursuant to clause (I) above; or (ii) If the termination of the Employee’s employment is not an Involuntary Termination, beginning on the first regular payroll date next following the first day that is six months after the date of Employee’s separation from service and in the manner provided in Section 9(i), the Company shall pay the Employee: in a lump sum, the Retention Amount (only if the effective date of the termination is before August 29, 2008); and in the form of salary continuation, the greater of either: (x) the Base Salary Amount; or (y) Employee’s Base Salary at the rate then in effect through the Expiration Date. (iii) In any of the circumstances described in Sections 9(b)(i) or 9(b)(ii), the Company shall pay the Employee for any unreimbursed expenses payable pursuant to Section 4 above that were properly incurred prior to the Employee’s termination of employment, to the extent such expenses would have been reimbursable pursuant to Section 4 above. (iv) As used in this Agreement, the term “Severance Limit” means the lesser of twice the lesser of: (A) the sum of the Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of the Employee’s preceding the taxable year of the Employee in which the Employee has a separation from service with the Company (adjusted for any increase during that year that was expected to continue indefinitely if the Employee had not separated from service); or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code § 401(a)(17) for the year in which the Employee has a separation from service.