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

Termination Not for Cause or Termination for Good Reason. (i) Holdings may terminate Executive’s employment at any time, and Executive may terminate his employment at any time. If Executive’s employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive’s death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive’s employment until the eighteen month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued to Executive on date of termination including, without limitation, those described in Section 3 hereof as may be determined pursuant to the terms of such plans or programs. (b) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s express prior written consent:

Termination Not for Cause or Termination for Good Reason. (ia) Holdings The Company may terminate Executive’s 's employment at any time, and Executive may terminate his employment at any time. If Executive’s 's employment is terminated by Holdings the Company other than for Cause (as defined hereinin Section 6.4 hereof) or due to Executive’s 's death or Permanent Disability (as defined hereinin Section 6.2 hereof) or Executive terminates his employment for Good Reason (as defined in Section 6.1(b) hereof) prior to the Termination DateDecember 31, 1999, Executive shall be entitled to receive in a cash lump sum payment from Holdings continued the Company, in lieu of any other cash compensation provided for herein but not in substitution for compensation already paid or earned, payable within ten days of such termination, the sum of (A) Executive's Base Salary at its then current annual rate and (payable in accordance with B) the last sentence of Section 3.1 hereof) for 12 months after date of highest annual Bonus paid to or accrued by the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 Company hereunder for the period employed for benefit of Executive during the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher term of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) this agreement. In addition, Executive shall shall: (1) be entitled to receive, within a reasonable period of time after receive on the date of termination, termination a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedulethereon; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus the Bonus for the fiscal year Fiscal Year ending before the fiscal year Fiscal Year in which such termination occurs; and (C) an amount in respect of the Bonus for the Fiscal Year in which such termination occurs calculated pursuant to Section 3.3(b) hereof on the basis of the Company's, EBITDA for such Fiscal Year being equal to the sum of (i) the Company's actual EBITDA for the period from the beginning of such Fiscal Year through the end of the month preceding the date of termination plus (ii) the Company's projected EBITDA for the remainder of such Fiscal Year as set forth in the then current version of the Company's operating budget for such Fiscal Year; (2) for the period from the date of termination of Executive’s 's employment until the eighteen month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ the Company's employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings the Company which provide for equivalent coverage to the extent and (on the terms in effect on the Executive’s last day of employmentan after-tax basis); and and (3) have such rights to payments under applicable plans or programs, accrued including but not limited to Executive on date of termination including, without limitation, those described in Section 3 hereof 3.6 hereof, with the exception of stock plans, as may be determined pursuant to the terms of such plans or programs. (b) For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any of the following events without Executive’s 's express prior written consent:

Termination Not for Cause or Termination for Good Reason. (i) Holdings may terminate Executive’s employment at any time, and Executive may terminate his employment at any time. If Executive’s 's employment is terminated (1) by Holdings the Company other than for Cause (as defined hereinin Section 6(c)(ii) or hereof), (2) due to Executive’s 's death or Disability disability, (3) by Executive for Good Reason (as defined hereinin Section 6(b)(ii) hereof) or Executive terminates his employment for Good Reason prior (4) due to the Company's written election not to extend the Termination DateDate as provided in Section 2 hereof, Executive shall be entitled to receive from Holdings continued Base Salary (the Company, in lieu of any other cash compensation provided for herein but not in substitution for compensation already paid or earned, payable in accordance with the last sentence of Section 3.1 hereof) Company's customary payroll payment practices, for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occursSeverance Period, an amount in respect equal to the sum of any additional compensation and plans under Section 3.1 for (A) the period employed Executive's Base Salary at its then current annual rate plus (B) two times the Bonus for the fiscal year in which the Executive’s 's employment is terminated calculated at 100% of Base Salary. For purposes hereof, the term "Severance Period" means (x) if such termination occurs on a pro rata basis using the higher of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable prior to the payout one-year anniversary of any bonuses for other senior executives employed by Holdings. the Commencement Date, 6 months from the date of termination and (iiy) In additionif such termination occurs subsequent to the one-year anniversary of the Commencement Date or pursuant to Section (6)(b)(ii)(E) below, 12 months from the date of termination. Additionally, upon such termination Executive shall (1) be entitled to receive, the following: (A) within a reasonable period of time after the date of termination, a cash lump sum equal to (Ax) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedulethereon; and (By) any unpaid amounts, as of the date of such termination, in respect of any bonus the Bonus for the fiscal year ending before the fiscal year in which such termination occurs; occurs and (2z) any unpaid amounts, as of the date of such termination, in respect of accrued but unpaid vacation time and outstanding business expenses incurred in connection with the Company's policies; (B) for the period from the date of termination of Executive’s 's employment until the eighteen month anniversary end of the Termination Date (as then in effect)Severance Period, the Executive shall continue to be covered under and participate in Holdings’ the Company's employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 4(a)(ii) hereof or under such other plans of Holdings the Company which provide for equivalent coverage to the extent and on the terms in effect on Executive's date of termination (other than any disability plan for which coverage cannot be maintained after such termination); (C) the Executive’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued including but not limited to Executive on date of termination including, without limitation, those described in Section 3 hereof 3(d) hereof, as may be determined pursuant to the terms of such plans or programs. This Section 6(b)(i) shall survive the termination or expiration of this Agreement; (D) senior executive level outplacement services to be provided at the expense of the Company by a firm selected by the Executive within six (6) months following the date the Executive's employment with the Company is terminated; provided, however that the cost of such senior executive level outplacement services shall not exceed $25,000. (bii) For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any of the following events without Executive’s 's express prior written consentconsent and which event shall not have been cured within a 10 day period after notice from the Executive:

Termination Not for Cause or Termination for Good Reason. (i) Holdings may terminate Executive’s employment at any time, and Executive may terminate his employment at any time. If Executive’s employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive’s death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 3 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of the target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. . (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive’s employment until the eighteen eighteenth month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued to Executive on date of termination including, without limitation, those described in Section 3 3.3 hereof as may be determined pursuant to the terms of such plans or programs. (b) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s express prior written consent:

Termination Not for Cause or Termination for Good Reason. (ia) Holdings The Company may terminate Executive’s 's employment at any timetime for any reason, and Executive may terminate his employment at any timein accordance with the procedures set forth in Section 2 hereof. If prior to the Termination Date Executive’s 's employment is terminated by Holdings the Company other than for Cause (as defined hereinin Section 6.4 hereof) or due to and other than as a result of Executive’s death or 's Permanent Disability (as defined hereinin Section 6.2 hereof) or if Executive terminates his employment for Good Reason (as defined in Section 6.1(c) hereof) prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary receive: (payable in accordance with the last sentence of Section 3.1 hereofi) for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation such payments and plans under Section 3.1 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payoutcoverage, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive’s employment until the eighteen month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day of employment; and (3) have such rights to payments under applicable plans plans, programs or programspractices, accrued including but not limited to Executive on date of termination includingthose referred to in Sections 3.2, without limitation3.3, those described in Section 3 hereof as may be determined 4.1 and 4.3 hereof, to which he is entitled pursuant to the terms of such plans, programs or practices as required to be modified with respect to Executive by this Agreement; (ii) a cash lump sum payment (the "Termination Payment") equal to his annual Base Salary and target annual bonus pursuant to the Bonus Plan for the greater of (A) two years or (B) the full and partial years in the remainder of the Initial or Renewal Term then in effect (the greater of (A) or (B) being the "Continuation Period"), discounted to present value (using the IRS applicable federal rate in effect under Section 1274(d) of the Code, at the time of termination); (iii) a cash lump sum payment in respect of accrued but unused vacation days (the "Vacation Payment") and compensation earned but not yet paid (including any deferred bonus payments pursuant to the Bonus Plan) (the "Compensation Payment"); (iv) term life insurance coverage as provided in Section 4.1; (v) the perquisites and fringe benefits as provided in Section 4.2 for the balance of the Continuation Period; (vi) additional years of service credit equal to the Continuation Period (rounded up to the nearest whole number of years) under the qualified and nonqualified defined benefit retirement plans of the Company in which Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit -------- ------- retirement plan, the present value, determined as provided in subsection (ii) above, of the additional benefit Executive would have accrued if he had been credited for all purposes with the additional years of service under such plan will be paid in a lump sum in cash (the "Qualified Plan Payment"); and provided, further, that benefit payments under any -------- ------- nonqualified defined benefit retirement plan will not commence to be paid until the end of the Continuation Period; and (vii) a cash lump sum payment (the "Incentive Compensation Payment") equal to the sum of (A) Executive's target Bonus Plan awards in accordance with Section 3.2 granted in respect of the fiscal year in which termination occurs prorated for the number of days in the fiscal year until termination occurs and (B) Executive's target long-term incentive compensation awards (other than stock options) granted in accordance with Section 3.3 prior to termination that are then outstanding prorated in the case of each award for the number of days in the relevant performance cycle until the end of the Continuation Period and discounted to present value (using the IRS applicable federal rate in effect under Section 1274(d) of the Code, at the time of termination). In addition, all of Executive's stock options shall become exercisable and all restrictions pertaining to restricted stock or programsother equity awards shall lapse. (b) The Vacation Payment, the Compensation Payment, the Termination Payment, the Incentive Compensation Payment and the Qualified Plan Payment due Executive pursuant to Section 6.1(a) shall be paid by the Company to Executive within 20 days after the termination of Executive's employment. (c) For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any of the following events (without Executive’s express prior 's written consent:, and other than in connection with a termination of employment by reason of Executive's death or Permanent Disability):

Termination Not for Cause or Termination for Good Reason. (ia) Holdings Subject to the terms and conditions of this Agreement, the Company may terminate Executive’s 's employment at any time, and Executive may terminate his employment at time for any timereason. If Executive’s 's employment is terminated by Holdings the Company other than for Cause (as defined hereinin Section 6.4(b) hereof) or due to other than as a result of Executive’s death 's death, Retirement (as defined below in this Section 6.1 (a)) or Permanent Disability (as defined hereinin Section 6.2 hereof) or if Executive terminates his employment for Good Reason (as defined in Section 6.1(c) hereof) prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for all such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payoutpayments, if any, under applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive’s employment until the eighteen month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued including but not limited to Executive on date of termination including, without limitation, those described referred to in Section 3 hereof as may be determined 3.2 hereof, to which he is entitled pursuant to the terms of such plans or programs. . In addition, Executive shall receive a lump sum cash payment (bthe "Termination Amount") For purposes in lieu of any annual cash bonus for which Executive may be eligible pursuant to Section 3.2 ("Bonus") in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation (other than the Vacation Payment and the Compensation Payment referred to below). Subject to Section 6.5(b), the Termination Amount shall consist of the greater of (i) an amount equal to the Executive's Base Salary at its then current annual rate plus the amount of Executive's target Bonus for the entire year ("Target Bonus"; which for 1998 has been established by the Board as an amount equal to 40% of Base Salary) in which his termination occurs (irrespective of whether the performance criteria have been met) or (ii) the aggregate amount of Base Salary which Executive would have received for the remaining term of this Agreement. In addition, “Good Reason” Executive shall mean receive a cash lump sum payment in respect of accrued but unused vacation days (the occurrence "Vacation Payment") and all compensation earned but not yet paid (including any deferred Bonus payments) (the "Compensation Payment"). "Retirement" means the termination of any Executive's employment with the Company and all of its affiliates as a result of his reaching a retirement age (not less than 62 years of age) established by the following events without Executive’s express prior written consent:Board for his retirement.

Termination Not for Cause or Termination for Good Reason. (iA) Holdings The Company may terminate Executive’s 's employment at any time, and Executive may terminate his her employment at any time. If Executive’s 's employment is terminated by Holdings the Company other than for Cause (as defined hereinin Section 6(b)(ii) hereof) or due to Executive’s 's death or Disability (as defined herein) disability or Executive terminates his her employment for Good Reason prior to the Termination Date(as defined in Section 6(a)(ii) hereof), Executive shall be entitled to receive from Holdings continued Base Salary (the Company, in lieu of any other cash compensation provided for herein but not in substitution for compensation already paid or earned, payable in accordance with the last sentence Company's customary payroll practices, for a period of Section 3.1 hereof) for 12 months after following the date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount equal to the sum of (i) the Executive's Base Salary at its then current annual rate plus (ii) the quotient obtained by dividing the Termination Bonus by the number of payroll periods in respect of any additional compensation and plans under Section 3.1 for the period employed for the Company's fiscal year in which year. (B) In addition, if Executive’s 's employment is terminated calculated on a pro rata basis using by the higher of target amount under Company other than for Cause (as defined in Section 3.1 (b6(b)(ii) hereof) or the then current target amount so long due to Executive's death or Disability or Executive terminates her employment for Good Reason (as the Short Term Incentive Compensation (“STIC”defined in Section 6(a)(ii) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) In additionhereof), Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (Aw) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedulethereon; and (Bx) any unpaid amounts, as of the date of such termination, in respect of any bonus the Bonus for the fiscal year ending before the fiscal year in which such termination occurs; (y) the Signing Incentive Bonus (to the extent not already paid) and (z) the Pro Rata Bonus; (2) for the period from the date of termination of Executive’s 's employment until the eighteen month one year anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ the Company's employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 4(a) hereof or under such other plans of Holdings the Company which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day 's date of employmenttermination (other than any disability plan for which coverage cannot be maintained after such termination); and (3) have such rights to payments under applicable plans or programs, accrued including but not limited to Executive on date of termination including, without limitation, those described in Section 3 hereof 3(d) hereof, as may be determined pursuant to the terms of such plans or programs. This Section 6(a)(i) shall survive the termination or expiration of this Agreement. (bii) For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any of the following events without Executive’s 's express prior written consentconsent and which event shall not have been cured within a reasonable period after notice from the Executive:

Termination Not for Cause or Termination for Good Reason. (i) Holdings may terminate Executive’s employment at any time, and Executive may terminate his employment at any time. If Executive’s employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive’s death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of the target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive’s employment until the eighteen eighteenth month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued to Executive on date of termination including, without limitation, those described in Section 3 3.3 hereof as may be determined pursuant to the terms of such plans or programs. (b) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s express prior written consent:

Termination Not for Cause or Termination for Good Reason. (iA) Holdings The Company may terminate Executive’s 's employment at any time, and Executive may terminate his employment at any time. If Executive’s 's employment is terminated by Holdings the Company other than for Cause (as defined hereinin Section 6(e)(ii) hereof) or due to Executive’s 's death or Permanent Disability (as defined hereinin Section 6(c) hereof) or Executive terminates his employment for Good Reason (as defined in Section 6(a)(ii) hereof) in any of the foregoing cases prior to the Termination Datelast day of the Fiscal Year ending in August 2002, Executive shall be entitled to receive from Holdings continued the Company, in lieu of any other cash compensation provided for herein but not in substitution for compensation already paid or earned, 26 equal bi-weekly payments (except as provided below with respect to the Bonus) the sum of which is equal to the sum of (A) Executive's Base Salary at its then current annual rate and (B) the Bonus paid to or accrued by the Company hereunder for the benefit of Executive in respect of the Fiscal Year preceding the Fiscal Year in which such termination occurs; provided, however, that if a termination under this Section 6(a) occurs after February 28 of any Fiscal Year, Executive shall instead be entitled to receive the Bonus in respect of such Fiscal Year payable as follows: On the November 1 following the date of termination, Executive shall be entitled to receive a lump sum payment in an amount equal to the product of the Bonus amount for the Fiscal Year in which the termination occurred multiplied by a fraction the numerator of which is the number of months from the date of termination to the November 1 following the date of termination and the denominator of which is 12 and, thereafter until the one year anniversary of Executive's termination in an amount equal to the amount of the Bonus for the Fiscal Year in which the termination occurred, divided by twelve, payable during such period in accordance with the last sentence of Section 3.1 hereof) for 12 months after date Company's then existing payroll practices; provided, further, that in no event shall the sum of the termination plus, on the sixtieth day following the end lump sum and monthly payments in respect of the fiscal year during Bonus exceed the amount of the Bonus for the Fiscal Year in which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdingsoccurred. (iiB) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (Ax) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedulethereon; and (By) any unpaid amounts, as of the date of such termination, in respect of any bonus the Bonus for the fiscal year Fiscal Year ending before the fiscal year Fiscal Year in which such termination occurs; (2) for the period from the date of termination of Executive’s 's employment until the eighteen month one year anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ the Company's employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 4(a) hereof or under such other plans of Holdings the Company which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day 's date of employmenttermination (other than any disability plan for which coverage cannot be maintained after such termination); and (3) have such rights to payments under applicable plans or programs, accrued including but not limited to Executive on date of termination including, without limitation, those described in Section 3 hereof 3(d) hereof, as may be determined pursuant to the terms of such plans or programs; and (4) have provided to him at the Company's expense outplacement services, suitable office space, secretarial services and the use of an automobile for a period of one year from the date of termination. (bii) For purposes of this Agreement, “"Good Reason” " shall mean the occurrence of any of the following events without Executive’s 's express prior written consentconsent and which event shall not have been cured within a reasonable period after notice from the Executive: