Termination of Employment by the Company without Cause or by the Executive for Good Reason. In the event (i) the Company terminates Executive's employment for any reason other than Cause or (ii) Executive terminates his employment for Good Reason, the Company shall pay to Executive (A) the unpaid salary through the end of the Employment Period remaining (assuming no such termination occurred) and (B) a pro-rata portion, based upon the number of days in the period beginning with January 1 of the calendar year in which such termination occurred and ending with the date the Employment Period ends (assuming such termination did not occur), of the average annual amount of incentive compensation payments paid to Executive during each previous year of Executive's employment hereunder. The aforesaid amount shall be payable, at the option of Executive, either (i) in full immediately upon such termination or (ii) monthly over the remainder of the Employment Period. In addition, Executive shall be entitled (i) at the option of Executive, within ninety (90) days of the date of such termination, to exercise any options which have vested (including, without limitation, by acceleration in accordance with the terms of the applicable option grant agreement or plan) and are exercisable in accordance with the terms of the applicable option grant agreement or plan, it being agreed and understood that this Agreement does not require the Company to issue options to Executive, (ii) to retain any Restricted Shares previously awarded to Executive pursuant to this Agreement and the Restricted Share Agreement and any Restricted Share Tax Gross-Up Payments which are fully vested on the date of termination, and (iii) to retain any shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan which are no longer pledged as collateral for the outstanding balance of the Stock Acquisition Loan and any Acquisition Loan Tax Gross-Up Payments applicable to Forgiven Amounts and to retain the balance of the shares of Common Stock which are still pledged as collateral for the outstanding balance of the Stock Acquisition Loan, provided, that Executive immediately repays to the Company the outstanding balance of the Stock Acquisition Loan including interest accrued thereon through the date of termination. Except for any rights which Executive may have to unpaid salary amounts through the end of the Employment Period, the Pro-Rata Portion of Incentive Compensation, vested options, vested Restricted Shares and related Restricted Share Tax Gross-Up Payments,...

Termination of Employment by the Company without Cause or by the Executive for Good Reason. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination his Date in accordance with Section 8, the Executive (or his Beneficiary following Executive’s death) shall receive: (i) the Executive’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year ended prior to his Termination Date payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Key Executive Incentive Plan, (ii) if the Executive’s Date of Termination occurs during the Post- Change of Control Period, 100% of the Executive’s outstanding Equity Awards as of the Date of Termination will be fully vested and exercisable and the period of time during which such Equity Awards may be exercised will be extended to the earlier of the date such Equity Awards would have terminated if the Executive was still employed or the third (3rd) anniversary of the Date of Termination; and (iii) a lump sum severance payment payable in a lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 8, in an amount equal to twenty-four (24) months of Base Salary; and (iv) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for the lesser of twenty-four (24) months or the maximum COBRA continuation period. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidential Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as of the date of the breach and the Executive shall be entitled to no further payments hereunder.

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Termination of Employment by the Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive shall receive the following from the Company: (i) the Accrued Rights, (ii) an aggregate amount equal to twelve (12) months the Executive’s then Base Salary payable in equal installments across the Company’s then normal payroll schedule and (iii) twelve (12) months of the monthly premium payment to continue the Executive’s (and the Executive’s family’s) existing group health, dental coverage and vision, calculated under the applicable provisions of COBRA, and calculated without regard to whether the Executive actually elects such continuation coverage (the “COBRA Benefits”) (collectively, (i) through (iii) being the “Involuntary Termination Severance Benefits”).

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Termination of Employment by the Company without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to the following; provided that the Executive delivers to the Company a valid release substantially in the form attached hereto as Exhibit A. (a) the Executive’s accrued but unpaid base salary and any accrued, but unpaid portion of bonus through the Date of Termination, if any (the “Accrued Obligations”); (b) payment equal to two times the Executive’s annual base salary in effect immediately prior to the Date of Termination plus two times the bonus amount received by the Executive for the year prior to the calendar year of the Executive’s termination; provided, that, if termination occurs during 2004, such bonus amount shall be the bonus amount received by the Executive from Georgia-Pacific Corporation in respect of fiscal year 2003 performance, payable in equal monthly installments over a twenty-four (24) month period from the Date of Termination; (c) a lump sum in cash within 30 days after the Date of Termination in an amount equal to the contributions the Company would have made for the benefit of the Executive to the Company’s qualified salaried 401(k) plan, (if the Company is making matching contributions or other contributions to the salaried 401(k) plan at the time of the Executive’s termination), assuming (i) the Executive continued as an employee of the Company for a period of two years beginning on the Executive’s Date of Termination, and (ii) the Executive during such period contributed six percent of his base salary (as in effect immediately prior to the Date of Termination) to the 401(k) plan; (d) continued health and welfare benefits to the Executive and his family for a period of two (2) years as if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other similarly situated executives of the Company and their families, at no additional cost to the Executive other than the cost of such benefits to the Executive as in effect immediately prior to the Date of Termination. If, at the end of this two year period of continued health and welfare benefit coverage, the Executive is at least age 55 and has 10 years of service (determined as if the Executive had remained employed by the Company during the two year period of continued benefit coverage and, pursuant to the terms of the Human Resourc...

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Termination of Employment by the Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause, other than due to death or Disability, or by the Executive for Good Reason, during the Term of Employment, the Term of Employment shall end as of the date of termination and the Executive shall be entitled to the following, subject to Section 28: (i) the Accrued Obligations; (ii) twelve (12) months of Base Salary at the level in effect at the time of termination, payable in a lump sum within thirty (30) days of the date of termination; (iii) a payment equal to seventy-five percent (75%) of the Target Bonus for the fiscal year in which termination occurs, payable in a lump sum within thirty (30) days of the date of termination; (iv) (A) to the extent permitted by the plans, continued participation in health and dental plans at the same level of coverage the Executive was enrolled in as of the date of termination; or, in the alternative, (B) to have the Company pay the full premiums (employer and employee portions) for the Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits over the twelve (12) month period immediately following the date of termination; (v) the immediate vesting of all outstanding equity compensation awarded to the Executive. In no event shall a termination of the Executive’s employment without Cause occur unless the Company gives written notice to the Executive in accordance with Section 25 below.

Termination of Employment by the Company without Cause or by the Executive for Good Reason. If, other than during the two-year period following a Change in Control, there is a Termination of Employment Without Cause or a Termination of Employment by the Executive for Good Reason, the Company's sole obligations to Executive under Articles IV, V and VI and the Annual Incentive Plan shall be as set forth in this Section 7.3. The Executive shall receive the following:

Termination of Employment by the Company without Cause or by the Executive for Good Reason. If there is a Termination of Employment Without Cause or a Termination of Employment by the Executive for Good Reason, the Executive shall receive the following: (a) immediately after the Date of Termination in a lump-sum in immediately available funds, an amount equal to the sum of (i) the Executive's Accrued Annual Base Salary, and (ii) any Accrued Annual Incentive Bonus, and (iii) the Executive's Prorata Annual Incentive Bonus; (b) immediately after the Date of Termination in a lump-sum in immediately available funds, an amount equal to the product of (i) the number of years (stated as whole and fractional years) remaining in the Contract Term as of the Date of Termination, multiplied by (ii) the sum of the Annual Base Salary and the Target Bonus; (c) immediately after the Date of Termination in a lump-sum in immediately available funds, the total amount (if any) of the Executive's unvested benefits under any Company sponsored plan or program which is forfeited on account of the Executive's employment being terminated; and (d) the benefits (or if not available the economic equivalent of the benefits) described in Sections 6.1, 6.2 and 6.3 to which Executive is entitled as of the Date of Termination shall be continued for the period described in clause (b)(i) above, or at the election of the Executive, an immediate lump-sum cash payment equal to the value of such benefits provided that, with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits.

Termination of Employment by the Company without Cause or by the Executive for Good Reason. If there is a Termination of Employment by the Company without Cause or a Termination of Employment by the Executive for Good Reason, the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump-sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Date of Termination, the Company shall pay the Executive, in a lump sum, an amount equal to twelve (12) months of the Executive’s Monthly Base Salary. In addition to the foregoing benefits, Executive shall be entitled to participate, for twelve (12) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such twelve (12) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income. The Executive’s entitlement to any termination benefits pursuant to this Section 4.3 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

Termination of Employment by the Company without Cause or by the Executive for Good Reason. If, before the end of the Contract Term, there is a Termination of Employment Without Cause or a Termination of Employment by the Executive for Good Reason: (a) the Company shall pay the Executive, immediately after the Date of Termination in immediately available funds, in a lump sum, an amount equal to the sum of (1) the Executive's Accrued Annual Base Salary,

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