Common use of Termination by the Clause in Contracts

Termination by the. Company Other Than for Death, Disability, or Cause or by the Executive for a Good Reason. In addition to the payment to the Executive of the Executive's Base Salary and the reimbursement of any applicable expenses pursuant to Section 4.2 through the Date of Termination, if (a) the Employment Period is terminated (i) by the Company for reasons other than death, Disability, or Cause, or (ii) by the Executive for a Good Reason, or (iii) in accordance with the terms of Section 2.1(b) hereof (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in the form attached hereto as Exhibit A (the "Release") on or before the effective Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall pay the Executive an amount equal to the Executive’s Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and on the Expiration Date; provided, however, that if the Termination Date is within twenty four (24) months of the Expiration Date, then the Company shall pay the Executive an amount equal to the Executive’s Base Salary (at the rate effective as of the Termination Date), for a period commencing on the Termination Date and ending on the second (2nd) anniversary of the Termination Date. Any payment under this Section 5.2 shall be made over time as though the Executive continued to be employed by the Company. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, the Company will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Termination, pay a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. The Executive shall not be entitled to any other salary or compensation after termination of the Employment Period (other than as set forth in this Section 5.2 and Section 5.3) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s conversion rights, if any, under any of the Company’s employee benefit plans. In furtherance of and not in limitation of the foregoing, the Executive may only be terminated by the affirmative vote of a majority of the whole Board (excluding the Executive if he is a member of the Board).

Termination by the. Company Other Than for Death, Disability, or Without Cause or by the Executive for a with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition to the payment addition, subject to the Executive signing a mutual separation and general release agreement that contains mutual releases of any and all claims and where the Executive's Base Salary Executive agrees not to make any disparaging remarks about the Company (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable and the reimbursement Executive not breaching any of any applicable expenses pursuant his post-employment contractual obligations to Section 4.2 through the Date of Termination, if (a) the Employment Period is terminated Company: (i) by the Company for reasons other than death, Disability, or Cause, or (ii) by the Executive for a Good Reason, or (iii) in accordance with the terms of Section 2.1(b) hereof (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in the form attached hereto as Exhibit A (the "Release") on or before the effective Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall pay the Executive an amount equal to the Executive’s then current annual Base Salary (at the rate in effect at “Severance Amount”); and (ii) all stock options and other stock-based awards, if any, held by the Executive shall continue to vest as if the Executive had remained employed by the Company for an additional twelve (12) months following the Date of Termination; and (iii) for a period commencing on if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and on elects COBRA health continuation, then for the Expiration Datefirst twelve (12) months of COBRA health continuation, the Executive’s premium payment shall be at the same rate that he would have paid for health insurance had he remained as an active employee; and (iv) the amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing within 60 days after the Date of Termination; provided, however, that if the Termination Date is within twenty four (24) months 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the Expiration Date, then the Company initial payment shall pay the Executive an amount equal include a catch-up payment to cover amounts retroactive to the Executive’s Base Salary (at the rate effective as of the Termination Date), for a period commencing on the Termination Date and ending on the second (2nd) anniversary of the Termination Date. Any payment under this Section 5.2 shall be made over time as though the Executive continued to be employed by the Company. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, the Company will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Termination, pay a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. The Executive shall not be entitled to any other salary or compensation after termination of the Employment Period (other than as set forth in this Section 5.2 and Section 5.3) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s conversion rights, if any, under any of the Company’s employee benefit plans. In furtherance of and not in limitation of the foregoing, the Executive may only be terminated by the affirmative vote of a majority of the whole Board (excluding the Executive if he is a member of the Board).day immediately

Termination by the. Company Other Than for Death, Disability, or Cause or by the Executive for a Good Reason. In addition to the payment to the Executive of the Executive's ’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 4.2 through the Date of Termination, if (a) the Employment Period is terminated prior to December 31, 2013, (i) by the Company for reasons other than death, Disability, or Cause, or (ii) by the Executive for a Good Reason, or (iii) in accordance with the terms of Section 2.1(b) hereof (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in the form attached hereto as Exhibit A C (the "“Release"”) on or before the effective Date of Termination; , and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall pay the Executive an amount equal to the Executive’s Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and on the Expiration Date; provided, however, that if the Termination Date is within twenty four (24) months of the Expiration Date, then the Company shall pay the Executive an amount equal to the Executive’s Base Salary (at the rate effective as of the Termination Date), for a period commencing on the Termination Date and ending on the second (2nd) anniversary of the Termination Date. Any payment under this Section 5.2 shall be made over time as though the Executive continued to be employed by the Company until December 31, 2013. Such amount shall be payable in accordance with the Company’s normal payroll practices as though the Executive continued to be employed by the Company until December 31, 2013. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("“COBRA"”) (and subject to withholding pursuant to Section 3.5 3.4 above); , then commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, the Company will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Terminationcontinuing through December 31, 2013, pay a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. Notwithstanding the foregoing, if the Employment Period is terminated for any reason after December 31, 2013, the Executive shall only be entitled to receive the Executive’s Base Salary through the Date of Termination and the reimbursement of any applicable expenses pursuant to Section 4.2 through the Date of Termination, and the Executive shall have no right to any other compensation thereafter (other than pursuant to Section 5.3). The Executive shall not be entitled to any other salary or compensation after termination of the Employment Period (other than as set forth in this Section 5.2 and Section 5.3) ), and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s conversion rights, if any, under any of the Company’s employee benefit plans. In furtherance of and not in limitation of the foregoing, the Executive may only be terminated by the affirmative vote of a majority of the whole Board (excluding the Executive if he is a member of the Board).

Termination by the. Company Other Than for Death, Disability, or Without Cause or by the Executive for a with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition to the payment addition, subject to the Executive signing a mutual separation and general release agreement that contains mutual releases of any and all claims and where the Executive's Base Salary Executive agrees not to make any disparaging remarks about the Company (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable and the reimbursement Executive not breaching any of any applicable expenses pursuant his post-employment contractual obligations to Section 4.2 through the Date of Termination, if (a) the Employment Period is terminated Company: (i) by the Company for reasons other than death, Disability, or Cause, or (ii) by the Executive for a Good Reason, or (iii) in accordance with the terms of Section 2.1(b) hereof (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in the form attached hereto as Exhibit A (the "Release") on or before the effective Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall pay the Executive an amount equal to the Executive’s then current annual Base Salary (at the rate in effect at “Severance Amount”); and (ii) all stock options and other stock-based awards, if any, held by the Executive shall continue to vest as if the Executive had remained employed by the Company for an additional twelve (12) months following the Date of Termination; and (iii) for a period commencing on if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and on elects COBRA health continuation, then for the Expiration Datefirst twelve (12) months of COBRA health continuation, the Executive’s premium payment shall be at the same rate that he would have paid for health insurance had he remained as an active employee; and (iv) the amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing within 60 days after the Date of Termination; provided, however, that if the Termination Date is within twenty four (24) months of 60-day period begins in one calendar year and ends in a second calendar year, the Expiration Date, then the Company Severance Amount shall pay the Executive an amount equal begin to the Executive’s Base Salary (at the rate effective as of the Termination Date), for a period commencing on the Termination Date and ending on be paid in the second (2nd) anniversary of the Termination Date. Any payment under this Section 5.2 shall be made over time as though the Executive continued to be employed calendar year by the Company. If last day of such 60-day period; provided, further, that the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, the Company will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Termination, pay a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. The Executive shall not be entitled to any other salary or compensation after termination of the Employment Period (other than as set forth in this Section 5.2 and Section 5.3) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s conversion rights, if any, under any of the Company’s employee benefit plans. In furtherance of and not in limitation of the foregoing, the Executive may only be terminated by the affirmative vote of a majority of the whole Board (excluding the Executive if he is a member of the Board).initial payment shall

Termination by the. Company Other Than for DeathCause, Disabilityby Non-Renewal, or and Resignation with and without Good Reason by Employee. The Company may at any time terminate this Agreement and Employee's employment with the Company other than for Cause or by Non-Renewal, by advising Employee of such determination in writing. (a) In the Executive event the Company terminates Employee's employment other than for a Cause or by Non-Renewal, and provided Employee has not resigned with or without Good Reason. In addition Reason or stated an intent to resign, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from the payment Company after the Termination Date other than: (i) unpaid Base Salary earned through the Termination Date (which shall be paid on the Termination Date); (ii) an amount equal to the Executive of the Executive's twelve (12) months' Base Salary and the reimbursement of any applicable expenses pursuant Target Annual Incentive, to Section 4.2 through the Date of Termination, if (a) the Employment Period is terminated (i) by the Company for reasons other than death, Disability, or Cause, or (ii) by the Executive for a Good Reason, or (iii) be paid in accordance with the terms Company's scheduled payroll practices; (iii) any PARK Shares that have vested as of Section 2.1(bthe Termination Date; (iv) hereof (provided the all then-outstanding Company provides the requisite notice equity-based awards held by Employee, to the Executive extent subject to terminate prior to any Expiration Date); and (b) the Executive executes a general release time-based vesting, shall vest in the form attached hereto full as Exhibit A (the "Release") on or before the effective Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” Termination Date; (as defined below)v) incurred but unpaid business expense reimbursement pursuant to Section 7 hereof; then (vi) subject to Employee's valid election to continue healthcare coverage under Section 4980B of the Code, for the eighteen (18) month period following the Termination Date, the Company shall pay continue to provide, at the Executive an amount equal Company's sole expense (whether through direct payment to the Executive’s Base Salary (plan, reimbursement of COBRA premiums or otherwise in the Company's discretion), Employee and Employee's eligible dependents with coverage under its group health plans at the rate same levels as would have applied if Employee's employment had not been terminated, based on Employee's elections in effect at the Date of Termination) for a period commencing on the Date of Termination and on the Expiration Date; provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the Termination Date is within twenty four (24) months expiration of the Expiration Dateperiod of continuation coverage to be, then exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company shall pay is otherwise unable to continue to cover Employee under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Executive Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company premium payment shall thereafter be paid to Employee in substantially equal monthly installments over the Executive’s Base Salary continuation coverage period (at or the rate effective as remaining portion thereof); and (vii) any benefits payable by the Company to which Employee is entitled in accordance with the terms of the Termination Dateapplicable benefit plan. It shall be a condition to Employee's right to receive the amounts and benefits provided for in (ii), for a period commencing on (iv) and (vi) in the preceding sentence that Employee execute and deliver to the Company an effective Release within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Termination Date and ending on that Employee not revoke such Release during any applicable revocation period. Employee agrees that the second payment in this Section 18(a) is his sole remedy under this Agreement for the termination of his employment. (2ndb) anniversary In the event Employee resigns, the effective date of the resignation shall be considered the Termination Date. Any payment under this Section 5.2 , and Employee shall be made over time as though the Executive continued have no right to be employed by the Company. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, receive any compensation or benefit hereunder or otherwise from the Company will, for a period commencing on after the Termination Date of Termination and ending twelve (12) months from the Date of Termination, pay a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. The Executive shall not be entitled to any other salary or compensation after termination of the Employment Period (other than as those items set forth in this Section 5.2 and Section 5.318(a)(i), (iii); (v) and no Person shall be entitled hereunder (vii). (c) If the circumstances of Employee's termination would entitle him as a matter of right (as opposed to participate in any employee benefit plan after a matter of discretion on the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s conversion rights, if any, under any part of the Company’s employee benefit plans. In furtherance of and not in limitation ) to a payment under any severance or similar plan of the foregoingCompany and the amount of such severance payment would be greater than the payment of Base Salary provided by Section 18(a)(ii), then the Executive may only be terminated by the affirmative vote of a majority amount of the whole Board (excluding the Executive if he is a member of the Board)payment under Section 18(a)(ii) will be increased accordingly.

Termination by the. Company Other Than for Death, Disability, or Cause or by the Executive for a Good Reason. In addition to the payment to the Executive of the Executive's Base Salary and the reimbursement of any applicable expenses pursuant to Section 4.2 through the Date of Termination, if (a) the Employment Period is terminated (i) by the Company for reasons other than death, Disability, or Cause, (ii) pursuant to a Change in Control of the Company, as defined by Section 1.4.A, or (ii) by the Executive for a Good Reason, or (iii) in accordance with the terms of Section 2.1(b) 2.1.2 hereof (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in the form attached hereto as Exhibit A B (the "Release") on or before the effective Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall pay the Executive an amount equal to the Executive’s Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and on the Expiration Date; provided, however, that if the Termination Date is within twenty four ending twelve (2412) months from the Date of the Expiration Date, then the Company shall pay the Executive an amount equal to the Executive’s Base Salary (at the rate effective as of the Termination Date), for a period commencing on the Termination Date and ending on the second (2nd) anniversary of the Termination DateTermination. Any payment under this Section 5.2 shall be made over time as though the Executive continued to be employed by in accordance with the Company’s normal payroll schedule at the time the payments are made. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, the Company will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Termination, pay a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. The Executive shall not be entitled to any other salary or compensation after termination of the Employment Period (other than as set forth in this Section 5.2 and Section 5.3) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s conversion rights, if any, under any of the Company’s employee benefit plans. In furtherance of and not in limitation of the foregoing, the Executive may only be terminated by the affirmative vote of a majority of the whole Board (excluding the Executive if he is a member of the Board).