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 In the event that 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 Reason or by the Company without Cause, and provided that the Executive has executed a written notice release to the Company. For purposes of this Agreement "Good Reason" shall mean Company in substantially the same form attached hereto as Exhibit A and the rescission period specified therein has expired, the Company shall pay: (a) the following amounts to the Executive: (i) reducing twelve (12) months of severance pay at the Executive's position, duties, or authority, ’s then-current level of base monthly salary in accordance with regular Company payroll practices; (ii) failing for a period of twelve (12) months commencing on the first anniversary of the initial payment in paragraph 3.2.1(a)(i), a monthly payment during each month in such twelve (12) month period equal to the amount, if any, that the Executive’s monthly base salary at the time of his termination exceeds his monthly compensation during that month in such twelve (12) month period. In order to be eligible to receive any such payment, Executive agrees that he will make reasonable, good faith efforts to secure the agreement of any successor entity to other employment and that he will provide the Company a copy of documentation concerning his monthly compensation, such as his payroll statement or, if applicable, his written statement 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 he is not remedied by the Company (if capable or remedy) then employed, and within thirty (30) days after receiving notice thereof from thereafter, the Executive or Company will make such differential payment to Executive; (iii) executive-level outplacement counseling and support services for a period of up to twelve (12) months, to be provided through the Company’s then current preferred provider of such services; and (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 to assist the Executive terminates this Agreement for Good Reasonwith other costs and expenses he may incur in connection with his employment transition, the Executive an additional lump sum payment of Thirteen Thousand Dollars ($13,000), which 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 paid 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 of the termination date. The Company shall provide continued health coverage at its expenses for effective date of the Severance Period. All separation agreement and release referenced above. (b) the amount of any other benefits, if any, due benefits to which the Executive following termination pursuant to this Section 9(c) shall be determined in accordance with the plans, policies and practices is legally entitled as of the Company; provided, however, that date of Executive’s employment termination under the terms and conditions of any benefit plans of the Company in which the Executive shall not participate is participating as of such date. (c) any amounts which may be due under the provisions of Section 2.4 above with respect to the Retention Bonus. Except as otherwise specified above (or in any severance planapplicable award agreement between the Company and the Executive which is in effect on the date of employment termination hereunder), policy the Executive will have no rights to any unvested benefits or program any other compensation or payments coming due after the date of the CompanyExecutive’s employment termination, nor shall the Company have any further obligations under this Agreement.

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.

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.