Common use of Termination of Employment by the Company without Cause or by the Executive for Good Reason Clause in Contracts

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, and shares of Common Stock purchased with the proceeds of the Stock Acquisition Loan and related Acquisition Loan Tax Gross-Up Payments, all as set forth above, the Company shall have no further obligations hereunder following such termination.

Termination of Employment by the Company without Cause or by the Executive for Good Reason. In the event (i) If there is a Termination of Employment by the Company terminates Executive's employment for any reason other than without Cause or (ii) a Termination of Employment by the Executive terminates his employment 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 Executive eighteen (A18) the unpaid salary through the end months of the Employment Period remaining Executive’s Monthly Base Salary. The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (assuming no such termination occurreda) eighteen (18) months of the Company’s automobile reimbursement policy, and (Bb) a pro-rata portion, eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the number value of days in such benefits to the period beginning with January 1 Executive immediately prior to the Termination 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 PeriodEmployment. In additionaddition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (i18) at months following Termination of Employment, in the option of Executive, within ninety (90) days of the date of such termination, to exercise any options which have vested (including, without limitation, following employee benefit plans maintained 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 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 eighteen (18) month period. These programs shall be continued at no cost to the Executive, (ii) except to retain 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 Restricted Shares previously awarded to Executive termination benefits pursuant to this Agreement Section 4.3 are expressly conditioned upon the Executive’s execution of a General Release 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, and shares of Common Stock purchased with the proceeds of the Stock Acquisition Loan and related Acquisition Loan Tax Gross-Up Payments, all Waiver as set forth above, in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company shall have no further obligations hereunder following such terminationCompany’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. In the event (i) If there is a Termination of Employment by the Company terminates Executive's employment for any reason other than without Cause or (ii) a Termination of Employment by the Executive terminates his employment 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 following the Date of Termination, the Company shall pay the Executive, in a lump sum, an amount equal to Executive twelve (A12) the unpaid salary through the end months 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’s Monthly Base Salary. In additionaddition to the foregoing benefits, Executive shall be entitled to participate, for twelve (i12) at months following Termination of Employment, in the option of Executive, within ninety (90) days of the date of such termination, to exercise any options which have vested (including, without limitation, following employee benefit plans maintained 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 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, (ii) except to retain 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 Restricted Shares previously awarded to Executive termination benefits pursuant to this Agreement Section 4.3 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 7.7 (and as attached in form as “Exhibit A” hereto) prior to the Restricted Share Agreement Company’s obligation to provide payment of any amounts due or any benefits hereunder. To be effective, the General Release and any Restricted Share Tax Gross-Up Payments which are fully vested on the date of termination, and (iii) Waiver referred to retain any shares of Common Stock purchased above must be delivered 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 no later than the outstanding balance fiftieth (50th) day following the Date of Termination, and must not be revoked during the seven (7) days following such delivery (“Effective Release”). The termination benefits shall commence as of the Stock Acquisition Loan including interest accrued thereon through the date Termination of termination. Except for any rights which Executive may have to unpaid salary amounts through the end Employment, but shall be forfeited as of the Employment Period, sixtieth (60th) day following the Pro-Rata Portion Date of Incentive Compensation, vested options, vested Restricted Shares and related Restricted Share Tax Gross-Up Payments, and shares of Common Stock purchased with the proceeds of the Stock Acquisition Loan and related Acquisition Loan Tax Gross-Up Payments, all as set forth above, Termination if the Company shall have no further obligations hereunder following has not been provided with an Effective Release by such terminationdate.

Termination of Employment by the Company without Cause or by the Executive for Good Reason. In the event (i) If there is a Termination of Employment by the Company terminates Executive's employment for any reason other than without Cause or (ii) a Termination of Employment by the 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 receive as soon as reasonably practicable after the option Date of Termination in a lump-sum the Executive’s Accrued Annual Base Salary. Additionally, 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 sixtieth (60th) day following the Date of terminationTermination, and (iii) to retain any shares of Common Stock purchased by provided that the 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, and shares of Common Stock purchased with the proceeds of the Stock Acquisition Loan and related Acquisition Loan Tax Gross-Up Payments, all as set forth abovehas delivered an Effective Release, the Company shall have 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 continue in the Company’s group medical insurance and group dental insurance under the continuation coverage provisions of COBRA. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. 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, for a period of twelve (12) months of coverage following Termination of Employment, or if shorter, the period of time during which the Executive and his dependents remain eligible for coverage under COBRA. 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 described further obligations hereunder in Section 8.7 prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder. To be effective, the General Release and Waiver referred to above must be delivered by Executive to the Company no later than the fiftieth (50th) day following the Date of Termination, and must not be revoked during the seven (7) days following such terminationdelivery (“Effective Release”). The employee benefit coverage described in the preceding paragraph shall commence as of the Termination of Employment, but shall be forfeited as of the sixtieth (60th) day following the Date of Termination if the Company has not been provided with an Effective Release by such date.