Common use of Termination for Good Reason or Not for Cause Clause in Contracts

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, in an amount equal to the sum of (i) The Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 18; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment of such Separation Payment shall be made 10 days following Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost. (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.

Termination for Good Reason or Not for Cause. If During the term of this Agreement, if Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (bparagraph 5(a) above, Parent or Employer the Company shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (practicable, but not in no event more than 10 30 days) , following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, in an amount Payment equal to the sum of (i) The twelve months of Employee’s Base Salary on the date of termination if the date of termination occurs during the first two years after the commencement of Employee’s employment with the Company, or alternatively (ii) a Separation payment equal to eighteen months of Employee’s Base Salary on the date of termination if the date of termination occurs more than two years after the commencement of Employee’s employment with the Company; provided that if Employee terminates employment for good reason based on a material change in Employee’s Base Salary; , then Employee’s Base Salary for such purpose shall be considered the Base Salary immediately prior to such change. The Separation Payment shall be paid over the ensuing twelve (with respect to subsection (i) above) or eighteen (with respect to subsection (ii) The product of (Aabove) month period following the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 18; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part expiration of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include revocation period stated in the Separation Payment an amount equal to release agreement described in paragraph 5(c) below in accordance with the value usual and customary payroll practices of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA Employer; and (iii4) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after permissible under Company’s health care benefits plans in effect on the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; termination and Subject to Employee’s timely execution and delivery of, and having not revoked, throughout the General Release Agreement described in subparagraph 4(d) below, period during which the payment of such Separation Payment shall be made 10 days following Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Terminationmade, it shall be paid with interest from the Date of Termination at a rate equal to Employercontinued participation in Company’s Borrowing Costhealth care benefits plans. (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, as soon as practicable (but not more than 10 days) following the expiration of the revocation period stated in the General Release Agreement described in subparagraph 4(d) below, in an amount equal to the sum of (i) The 3 times Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 1836; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment of such Separation Payment which amount shall be made 10 days following Employee’s paid in cash on the Date of Termination; and (4) Full vesting, provided that, if, at as of the Date of Termination, of all of the grants (other than stock options granted on or before the date hereof which would not have become vested upon such a termination under the terms thereof in effect immediately prior to the date of this Agreement) made to Employee is a Specified Employee, under the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after LTIP which are outstanding on the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost. (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, Payment in an amount equal to the sum of (i) The 1 times Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 18; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d4(e) below, payment of such Separation Payment shall be made 10 days following Employee’s Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost. (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, as soon as practicable (but not more than 10 days) following the expiration of the revocation period stated in the General Release Agreement described in subparagraph 4(d) below, in an amount equal to the sum of (i) The Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 18; provided, however, that, that if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment of such Separation Payment which amount shall be made 10 days following Employee’s Date of Termination, provided that, if, at paid in cash on the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost.; and (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, in an amount equal to the sum of (i) The 3 times Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 1836; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment Payment of such Separation Payment shall be made 10 days following Employee’s 's Date of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s 's Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s 's Borrowing Cost. (4) Any additional rights that may be afforded Full vesting, as of the Date of Termination, of all of the grants (other than stock options granted on or before the date hereof which would not have become vested upon such a termination under the terms thereof in effect immediately prior to the date of this Agreement) made to Employee in accordance with the terms of the under Parent’s LTIP with respect to awards made to Employee thereunder which and under the Parent's Long Term Incentive Plan adopted in 1997 that are not vested as of such outstanding on the Date of Termination; provided, however, that in the case of any award that vests upon the attainment of specified performance conditions, the extent to which such award becomes vested and payable will be contingent (to the extent specified in the applicable award agreement) upon the achievement of such criteria.

Termination for Good Reason or Not for Cause. If During the term of this Agreement, if Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (bparagraph 5(a) above, Parent or Employer the Company shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (practicable, but not in no event more than 10 30 days) , following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice;; and (3) A Separation Payment, in an amount Payment equal to one year’s Base Salary of Employee based on Employee’s Base Salary on the sum of (i) The date of termination; provided that if Employee terminates employment for good reason based on a material change in Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and then Employee’s eligible dependents, if any, covered thereunder Base Salary shall be considered the Base Salary immediately prior to such change. The Separation Payment shall be paid over the Date of Termination and (B) 18; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part ensuing twelve month period following the expiration of the Separation Payment, revocation period stated in the Company shall either, at its election, provide Employee release agreement described in paragraph 5(c) below in accordance with the usual and customary payroll practices of Employer; provided that (4) If and only if Employee’s covered dependents continued coverage under such medical plan, at its expense, for obligation to make a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement as described in subparagraph 4(dSection 5(b)(3) belowabove is triggered within 24 months of the Effective Date, payment then the amount of such Separation Payment shall not be made 10 days following Employee’s Date of Terminationas set forth in Section 5(b)(3), provided that, if, at the Date of Termination, but instead Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate Separation Payment equal to Employerthe lesser of: (i) two year’s Borrowing Cost. Base Salary of Employee based on Employee’s Base Salary on the date of termination; provided that if Employee terminates employment for good reason based on a material change in Employee’s Base Salary, then Employee’s Base Salary shall be considered the Base Salary immediately prior to such change; or (4ii) Any additional rights that may be afforded an amount equal to Employee in accordance with Employee’s Base Salary for the terms time period beginning on the date of Employee’s termination and ending on the 3rd anniversary of the ParentEffective Date, based on Employee’s LTIP with respect Base Salary on the date of termination; provided that if Employee terminates employment for good reason based on a material change in Employee’s Base Salary, then Employee’s Base Salary shall be considered the Base Salary immediately prior to awards made to Employee thereunder which are not vested as of such Date of Terminationchange.

Termination for Good Reason or Not for Cause. If During the term of this Agreement, if Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (bparagraph 5(a) above, Parent or Employer the Company shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (practicable, but not in no event more than 10 30 days) , following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice;; and (3) A Separation Payment, in an amount Payment equal to the sum of (i) The three months of Employee’s Base Salary on the date of termination if the date of termination occurs during the first two years after the commencement of Employee’s employment with the Company, or alternatively (ii) a Separation payment equal to six months of Employee’s Base Salary on the date of termination if the date of termination occurs more than two years after the commencement of Employee’s employment with the Company; provided that if Employee terminates employment for good reason based on a material change in Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and then Employee’s eligible dependents, if any, covered thereunder Base Salary for such purpose shall be considered the Base Salary immediately prior to the Date of Termination and (B) 18; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coveragechange. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment of such The Separation Payment shall be made 10 days paid over the ensuing three (with respect to subsection (i) above) or six (with respect to subsection (ii) above) month period following Employee’s Date the expiration of Termination, provided that, if, at the Date of Termination, Employee is a Specified Employee, revocation period stated in the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost. (4release agreement described in paragraph 5(c) Any additional rights that may be afforded to Employee below in accordance with the terms usual and customary payroll practices of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of TerminationEmployer.

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s 's employment in a Termination for Good Reason, or the Company terminates Employee’s 's employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s 's Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, as soon as practicable (but not more than 10 days) following the expiration of the revocation period stated in the General Release Agreement described in subparagraph 4(d) below, in an amount equal to the sum of (i) The Employee’s 's Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s 's group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“"COBRA”") for Employee and Employee’s 's eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 18; provided, however, that, that if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s 's covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s 's right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s 's eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s 's Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment of such Separation Payment which amount shall be made 10 days following Employee’s Date of Termination, provided that, if, at paid in cash on the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost.; and (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, as soon as practicable (but not more than 10 days) following the expiration of the revocation period stated in the General Release Agreement described in subparagraph 4(d) below, in an amount equal to the sum of (i) The Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 18; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA ; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment of such Separation Payment which amount shall be made 10 days following Employee’s Date of Termination, provided that, if, at paid in cash on the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost.; and (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.

Termination for Good Reason or Not for Cause. If Employee terminates Employee’s employment in a Termination for Good Reason, or the Company terminates Employee’s employment for any reason other than those described in paragraphs 4(a) and (b) above, Parent or Employer shall pay or shall provide to Employee the following benefits and compensation: (1) The Earned Salary, as soon as practicable (but not more than 10 days) following Employee’s Date of Termination; (2) The Accrued Obligations, in accordance with applicable law and the provisions of any applicable plan, program, policy or practice; (3) A Separation Payment, as soon as practicable (but not more than 10 days) following the expiration of the revocation period stated in the General Release Agreement described in subparagraph 4(d) below, in an amount equal to the sum of (i) The Employee’s Base Salary; (ii) The product of (A) the monthly amount that, on the Date of Termination, Employee would be required to pay to continue coverage under the Employer’s group health plan(s) (as defined by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Employee and Employee’s eligible dependents, if any, covered thereunder immediately prior to the Date of Termination and (B) 18; provided, however, that, if Employee is covered under group health plan(s) not subject to COBRA, instead of including this amount as part of the Separation Payment, the Company shall either, at its election, provide Employee and Employee’s covered dependents continued coverage under such medical plan, at its expense, for a number of months equal to the number specified in this subparagraph (c)(3)(ii)(B) or include in the Separation Payment an amount equal to the value of such continued coverage. For the avoidance of doubt, such payment shall not in any way alter, modify or affect Employee’s right to (and the conditions upon which, and the period during which, Employee may elect to) continue coverage for Employee and Employee’s eligible dependents under COBRA COBRA; and (iii) If the termination of employment is by the Company and if the Date of Termination is less than 30 days after the date Notice of Termination is given, an amount equal to 1/12 (one twelfth) of Employee’s Base Salary; and Subject to Employee’s timely execution and delivery of, and having not revoked, the General Release Agreement described in subparagraph 4(d) below, payment of such Separation Payment which amount shall be made 10 days following Employee’s Date of Termination, provided that, if, at paid in cash on the Date of Termination, Employee is a Specified Employee, the Separation Payment shall be made six months and one day after Employee’s Date of Termination. In the event that the Separation Payment is made six months and one day after the Date of Termination, it shall be paid with interest from the Date of Termination at a rate equal to Employer’s Borrowing Cost.; and (4) Any additional rights that may be afforded to Employee in accordance with the terms of the Parent’s LTIP with respect to awards made to Employee thereunder which are not vested as of such Date of Termination.