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

Termination by the Executive for Good Reason or by the Company without Cause. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for "Good Reason" as defined below upon not less than thirty (30) days written notice to the Company. For purposes of this Agreement "Good Reason" shall mean the Company (i) reducing the Executive's position, duties, or authority, (ii) failing to secure the agreement of any successor entity to the Company that the Executive shall continue in this position without reduction in position, duties or authority, (iii) committing any other material breach of this Agreement which is not remedied by the Company (if capable or remedy) within thirty (30) days after receiving notice thereof from the Executive or (iv) the Company providing notice of nonrenewal of the Employment Term in accordance with Section 1 hereof. If the Executive's employment is terminated by the Company without "Cause" (other than by reason of his Disability or death) or the Executive terminates this Agreement for Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary through the date of such termination, (ii) the Stay Pay Bonus provided by Section 8 hereof if not already paid, (iii) all other current cash obligations of the Company to the Executive (e.g. unused vacation) and (iv) a prorata portion of the Incentive Compensation due the Executive pursuant to Section 4 and calculated in accordance with Section 4. In addition, the Executive shall be entitled to receive his Base Salary and Incentive Compensation through the later of (i) the balance of the Term or (ii) twenty-four months from the date of such termination (the "Severance Period"); provided, however, that in the event the Executive's employment shall terminate pursuant to this Section 9(c), within one year following August 9, 2002, the severance required to be paid the Executive pursuant to this Section 9(c) shall be reduced by one-half the Stay Pay Bonus previously paid the Executive. Such severance shall be paid in a lump sum within thirty (30) days following the termination date. The Company shall provide continued health coverage at its expenses for the Severance Period. All other benefits, if any, due the Executive following termination pursuant to this Section 9(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company.

Termination by the Executive for Good Reason or by the Company without Cause. The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for "“Good Reason" ” as defined below upon not less than thirty (30) days written notice to the Company. For purposes of this Agreement "“Good Reason" ” shall mean the Company (i) reducing the Executive's ’s position, duties, or authority, (ii) failing to secure the agreement of any successor entity to the Company that the Executive shall continue in this position without reduction in position, duties duties, or authority, or (iii) committing any other material breach of this Agreement which is not remedied by the Company (if capable or of remedy) within thirty (30) days after receiving notice thereof from the Executive or (iv) the Company providing notice of nonrenewal of the Employment Term in accordance with Section 1 hereofExecutive. If the Executive's ’s employment is terminated by the Company without "“Cause" ” (other than by reason of his Disability or death) or the Executive terminates this Agreement for Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary through the date of such termination, (ii) the Stay Pay Bonus provided by Section 8 hereof if not already paid, (iii) all other current cash obligations of the Company to the Executive (e.g. unused vacation) and ), (iv) a prorata pro-rata portion of the Incentive Compensation due the Executive pursuant to Section 4 and calculated in accordance with Section 4, and (v) any earned but unpaid Incentive Compensation with respect to the calendar year ended prior to the date of termination, payable in accordance with Section 4. In addition, the Executive shall be entitled to receive his Base Salary and Incentive Compensation through the later of (i) the balance of the Employment Term or (ii) twenty-four months from the date of such termination (the "“Severance Period"”); provided, however, that . All amounts described in the event the Executive's employment shall terminate pursuant to this Section 9(c), within one year following August 9, 2002, the severance required to be paid the Executive pursuant to this Section 9(c) shall be reduced by one-half the Stay Pay Bonus previously paid the Executive. Such severance two preceding sentences shall be paid in a lump sum within thirty (30) days following the termination date. The Company shall provide the Executive with continued health coverage with such cost of coverage to be provided, directly or indirectly, by the Company on at its expenses least a monthly basis for the Severance Period. In addition, if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Agreement for Good Reason within one (1) year following a Change in Control, as defined in the Company’s Stock Plan, Executive’s outstanding performance share units, and/or any other forms of equity compensation issued during the Employment Term, shall vest in accordance with the terms of the Stock Plan. All other benefits, if any, due the Executive following termination pursuant to this Section 9(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company.

Termination by the Executive for Good Reason or by the Company without Cause. The Employment Term and the Executive's employment hereunder Executive may be terminated by the Executive terminate this Agreement for "Good Reason" Reason (as defined below upon not less than thirty (30) days written notice to below). In the Company. For purposes of this Agreement "Good Reason" shall mean the Company (i) reducing the Executive's position, duties, or authority, (ii) failing to secure the agreement of any successor entity to the Company that the Executive shall continue in this position without reduction in position, duties or authority, (iii) committing any other material breach of this Agreement which is not remedied by the Company (if capable or remedy) within thirty (30) days after receiving notice thereof from the Executive or (iv) the Company providing notice of nonrenewal of the Employment Term in accordance with Section 1 hereof. If the Executive's employment is terminated by the Company without "Cause" (other than by reason of his Disability or death) or event the Executive terminates this Agreement for Good Reason, Reason or the Company terminates the Executive’s employment without Cause the Executive shall be entitled to receivethe following: (i) any accrued but unpaid Base Salary through the date of such terminationtermination date, (ii) an amount equal to one month of Base Salary plus an additional one month of Base Salary for every six-month period that the Stay Pay Bonus provided by Section 8 hereof if Executive provides services during the Term (not already paid, to exceed four months); (iii) all other current cash obligations any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid Bonus for any period ended prior to the date of termination; (v) any earned but unpaid Bonus for the period in which termination occurs (to the extent it can be calculated); The term “Good Reason” shall mean: (i) a change in the Executive’s title or a diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such change or diminution); (ii) any reduction in compensation or material reduction in benefits of the Executive (unless the Executive has agreed to such reduction or as otherwise provided in this Agreement); (iii) the relocation of the Company’s offices more than 20 miles from their current location in Hallandale, Florida (unless the Executive has agreed to such relocation); or (iv) any other action or inaction that constitutes a material breach by the Company under this Agreement, it being understood that the Company’s failure to make any payments due under Section 4 is a material breach hereunder. Prior to the Executive (e.g. unused vacation) and (iv) a prorata portion of terminating his employment with the Incentive Compensation due Company for Good Reason, Executive must provide written notice to the Executive pursuant to Section 4 and calculated in accordance with Section 4. In addition, the Executive shall be entitled to receive his Base Salary and Incentive Compensation through the later of (i) the balance of the Term or (ii) twenty-four months from the date of such termination (the "Severance Period"); provided, however, that in the event the Executive's employment shall terminate pursuant to this Section 9(c)Company, within one year following August 9, 2002, the severance required to be paid the Executive pursuant to this Section 9(c) shall be reduced by one-half the Stay Pay Bonus previously paid the Executive. Such severance shall be paid in a lump sum within thirty (30) 90 days following the termination dateinitial existence of such condition, that such Good Reason exists, setting forth in detail the grounds the Executive believes constitute Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Company shall provide continued health coverage at its expenses for the Severance Period. All other benefits, if any, due the Executive following termination pursuant to this Section 9(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of receive the Companypayments provided herein at such times he would have received them if there was no termination.

Termination by the Executive for Good Reason or by the Company without Cause. The If, during the Employment Term and Term, the Executive terminates his employment with the Company for Good Reason or the Executive's ’s employment hereunder may be is terminated by the Executive for "Good Reason" as defined below upon not less than thirty (30) days written notice Company without Cause, the Company shall have no liability or further obligation to the Company. For purposes of this Agreement "Good Reason" shall mean the Company (i) reducing the Executive's position, duties, or authority, (ii) failing to secure the agreement of any successor entity to the Company that Executive except as follows: the Executive shall continue in this position without reduction in position, duties or authority, be entitled to receive (iii) committing any other material breach of this Agreement which is not remedied by the Company (if capable or remedyi) within thirty (30) days after receiving notice thereof from of signing the Executive or (iv) the Company providing notice of nonrenewal of the Employment Term in accordance with Section 1 hereof. If the Executive's employment is terminated by the Company without "Cause" (other than by reason of his Disability or death) or the Executive terminates this Agreement for Good ReasonRelease referenced below, the Executive shall be entitled to receive: (i) any accrued earned but unpaid Base Salary through and any accrued car allowance and expense reimbursement entitlements for the date period prior to termination and any declared but unpaid bonuses for prior periods which have ended at the time of such terminationtermination (“Entitlements”), (ii) the Stay Pay Bonus provided by Section 8 hereof if not already paidany rights to which he is entitled in accordance with plan provisions under any employee benefit plan, fringe benefit or incentive plan (“Benefit Rights”), (iii) all other current cash obligations severance compensation equal to Executive’s Base Salary calculated from Executive’s last day of employment with the Company to the Executive (e.g. unused vacation) until December 31, 2007, and (iv) a prorata portion of the Incentive Compensation due the Executive pursuant to Section 4 and calculated in accordance with Section 4. In addition, the Executive shall be entitled to receive his Base Salary and Incentive Compensation through the later of (i) the balance of the Term or (ii) twenty-four months from the date of such termination (the "Severance Period"); provided, however, that in the event the Executive's employment shall terminate pursuant to this Section 9(c), within one year following August 9, 2002, the severance required to be paid the Executive pursuant to this Section 9(c) shall be reduced by one-half the Stay Pay Bonus previously paid the Executive. Such severance shall be paid payable in a lump sum within thirty (30) days of the date of termination of employment (the “Severance Pay”), (iv) within thirty (30) days of the date of termination of employment, Executive’s 2007 bonus, pursuant to Section 4(b)(ii) above provided further that if at the time of the termination of employment, Executive’s 2006 bonus has not been announced and/or paid, Executive will also receive a 2006 bonus pursuant to Section 4(b)(i) (the “Bonus Severance”), and (v) continued email address and access at the Company, and reasonable secretarial assistance, for a period of twelve (12) months following the date of termination date. The Company shall provide continued health coverage at its expenses for the Severance Period. All other benefits, if any, due the Executive following termination pursuant to this Section 9(c) shall be determined in accordance with the plans, policies and practices of the Companyemployment; provided, however, that the Company at its option may provide such secretarial assistance at a location other than its offices (the “Email Rights”). As a condition of receiving the Severance Pay and the Bonus Severance under this Section 7(a)(iii) and (iv), the Executive shall agrees to execute the Release. If the Executive revokes the Release, he will not participate in any severance plan, policy or program of be eligible to receive the CompanySeverance and Bonus Severance payments.