Common use of Termination of Employment by the Company Without Cause Clause in Contracts

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment by the Company Without Cause. If 5.1 The Company may involuntarily terminate the Executive's ’s employment is terminated by without Cause at any time and for any reason, or no reason whatsoever, upon thirty (30) days written notice to the Executive. 5.2 In the event that the Executive incurs a Separation from Service with the Company on account of the Company’s involuntary termination of the Executive’s employment without Cause, other the Company shall pay the Executive any earned but unpaid Base Salary, and accrued and unused vacation days, in accordance with the Company’s customary payroll practices and vacation plan, provided, however, that such payments shall in no event be made later than due thirty (30) days following the Executive’s Separation from Service or, if earlier, the latest time permitted by applicable law. The Executive’s business expenses incurred through the date of the Executive’s Separation from Service shall be reimbursed pursuant to death or DisabilityParagraph 2.6 hereof. 5.3 In the event that the Executive incurs a Separation from Service with the Company on account of the Company’s involuntary termination of the Executive’s employment without Cause, the Company shall, in addition to the payment set forth in Paragraph 5.2: (a) Pay the Executive an amount equivalent to one (1) year’s then applicable Base Salary; and (b) Cause any unexpired options granted to the Executive under Paragraph 2.5 to vest immediately. 5.4 As a prerequisite to receiving any of the payments and benefits provided for in Section 5.3, the Executive shall be entitled required to sign a “Waiver and Release of All Claims,” in a form acceptable to Company. No payment or benefit shall be provided under Section 5.3 unless such Waiver and Release of All Claims has been signed and become irrevocable within 60 days of the Executive’s Separation from Service (the “Release Effective Date”). 5.5 The additional payment provided in Paragraph 5.3(a) shall be paid to the following: Executive in the form of a lump sum no later than (1i) Base Salary earned but not paid prior to seventy (70) days following the date Executive’s Separation from Service and (ii) ten (10) days following the Release Effective Date. In the event that the Executive incurs a Separation from Service with the Company in 2007 on account of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the Company’s involuntary termination of the Executive's ’s employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date without Cause, three-fourths of the additional payment provided in Paragraph 5.3(a) shall be paid in the form of a lump sum immediately upon the Executive’s Separation from Service and the provisions of Paragraph 5.4 shall not apply to such payment. The balance of the payment due under 5.3(a) shall be made in accordance with the terms of Paragraph 5.4 and the first sentence of this Paragraph 5.5. 5.6 In the event that the Executive incurs a Separation from Service with the Company on account of the Company’s involuntary termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's ’s employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination datewithout Cause, and the remaining portion of such unexercisable portion of Company satisfies its obligations under Section 5 hereof, the Option Company shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment have no further obligation or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing liability to the Executive but not yet paid under Section 7Executive, 8, 9 or 10 above; and (8) such other or additional benefits, if any, except as are provided under applicable plans, programs and/or arrangements of the CompanyParagraph 2.4(b) hereof.

Termination of Employment by the Company Without Cause. If the Company terminates the Executive's ’s employment is terminated by the Company without Cause, Cause (other than a termination constituting a Change in Control Termination or a termination due to the Executive’s death or Disability), effective upon the later of the Termination Date or the effectiveness of the Release executed in connection with such termination and subject to the Executive satisfying all the conditions to Payment of Severance (as set forth in Section 11 below), the Executive shall be entitled to the following: (1a) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) a lump sum payment in an amount equal to 100% of the Base Salary (based on the Base Salary highest annual base salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12Executive during the six-month period following immediately preceding the date of Termination Date, payable within forty-five (45) days after the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practiceTermination Date; (4b) a pro rata annual incentive compensation award lump sum payment in an amount equal to 100% of the Target Annual Incentive Bonus, if any, for which the Executive is eligible for the fiscal year in which the termination of Termination Date occurs, payable within forty-five (45) days after the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are metTermination Date; (5c) the exercisable portion of the Option all unvested Equity Awards held by the Executive on the Termination Date will remain outstanding and continue to vest in accordance with their respective terms and be settled on each remaining vest date without regard to the requirement that the Executive be employed by the Company, and, in the event of the Executive’s death after such termination of employment, all then unvested Equity Awards shall automatically vest as of the date of the termination of his employment shall remain exercisable until Executive’s death; and (d) continued participation in the earlier of Company’s medical, dental, and vision benefit plans (i) the end “Benefit Plans”), subject to the terms and conditions of the 1-respective plans and applicable law and the Executive’s election of continued coverage under COBRA, for a period of one year period following the date Termination Date; provided that, to the extent that any of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion Benefit Plans does not permit such continuation of the Option held by Executive’s participation following the Executive’s termination or any such Benefit Plan is terminated, the Company shall pay the Executive an amount which is sufficient for the Executive to purchase substantially equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, and/or vision benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plan or Benefit Plans or to receive such corresponding alternate payments shall cease as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of Executive is eligible to participate in such termination dateother plan, and the remaining portion of such unexercisable portion Executive shall promptly notify the Company of the Option shall immediately be forfeited by the Executive as of Executive’s eligibility under such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Companyplan.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 129-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable ) with respect to the 12-month a period following the date of the termination of the equal to 1 8 months payable at Executive's employment election: (the "Severance Period"i) and in accordance with the Company's regular payroll practice; or (ii) in a lump sum due within thirty (30) days of the date of termination of his employment, reduced to reflect its Present Value at a discount rate of 8.5% per annum; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; providedPROVIDED, howeverHOWEVER, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the restrictions on transferability with respect to all shares of the Restricted Stock shall immediately be removed; (6) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year 90 day period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) 100% of the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment shall immediately become exercisable and shall remain exercisable until the earlier of (i) the end of the 90 day period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (8) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 9, 10 or 10 11 above; and; (8) such other or additional benefits, if any9) continued participation, as are provided if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in other employee benefit plans, programs and/or arrangements in which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the 18-month period following the date of the termination of the Executive's employment; or (B) the date, or dates, the Executive receives equivalent coverage and benefits under applicable the plans, programs and/or arrangements of the Company.a subsequent employer (such coverage and benefits to be determined on a coverage by coverage or benefit-by-benefit basis); PROVIDED, HOWEVER, that:

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date Termination Date, payable within 15 days of the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 100% of the Base Salary sum of (based on i) the greater of (x) the Base Salary in effect on the date Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are metTermination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the exercisable Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the Option performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) the unexercisable portion of the Option held all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s heath plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 26 below.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of Termination Date, payable within 15 days after the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to 100% of the Base Salary (annual incentive compensation bonus described in Section 5 above, based on the Base Salary in effect on the date achievement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program such arrangement, with respect to the year in which the termination Termination Date occurs, payable when such annual incentive compensation bonuses are paid to other senior executives of the Executive's employment occurs are metCompany; (4) a lump sum cash amount equal to 200% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days after the Termination Date; (5) the exercisable portion all restricted stock, restricted stock units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Option Termination Date and be paid or distributed, as the case may be, within 15 days after the Termination Date, other than performance shares, performance units, and other performance-based equity awards which shall vest based on the achievement of the performance goals established under such arrangement and shall be payable when such performance-based equity awards are paid to other senior executives of the Company; (6) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid based on the achievement of the performance goals established under such arrangement, payable when such performance-based compensation is paid to other senior executives of the Company; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after February 1, 2008 shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) all premiums on health insurance for the unexercisable portion of the Option held Executive, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s health plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 27 below.

Termination of Employment by the Company Without Cause. If the Company terminates the Executive's ’s employment is terminated by the Company without Cause, Cause (other than a termination constituting a Change in Control Termination or a termination due to the Executive’s death or Disability), effective upon the later of the Termination Date or the effectiveness of the Release executed in connection with such termination and subject to the Executive satisfying all the conditions to Payment of Severance (as set forth in Section 11 below), the Executive shall be entitled to the following: (1a) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) a lump sum payment in an amount equal to 100% of the Base Salary (based on the Base Salary highest annual base salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12Executive during the six-month period following immediately preceding the date of Termination Date, payable within forty-five (45) days after the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practiceTermination Date; (4b) a pro rata annual incentive compensation award lump sum payment in an amount equal to 100% of the Target Annual Incentive Bonus, if any, for which the Executive is eligible for the fiscal year in which the termination Termination Date occurs, payable within forty-five (45) days after the Termination Date; (c) acceleration of vesting of the portion of each Equity Award that would have vested within one year after the Termination Date, with any performance measure applicable to any such portion of an outstanding Equity Award held by the Executive to be deemed to have been met at the Target Level, provided that, if such Termination Date occurs on or after October 1 and before November 15, any performance measure applicable to any such portion of any outstanding Equity Award held by the Executive shall be deemed to have been met at the actual performance level achieved for the fiscal year ended September 30 of the calendar year in which the Termination Date occurs; and (d) continued participation in the Company’s medical, dental, and vision benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law and the Executive’s election of continued coverage under COBRA, for a period of one year following the Termination Date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive's employment occurs’s participation following the Executive’s termination or any such Benefit Plan is terminated, the Company shall pay the Executive an amount which is sufficient for the Executive to purchase substantially equivalent benefits, such amount to be paid quarterly in advance; providedprovided further, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which extent the termination of Executive becomes eligible to receive medical, dental, and/or vision benefits under a plan provided by another employer, the Executive's employment occurs are met; (5) ’s entitlement to participate in the exercisable portion of the Option held by the Executive corresponding Benefit Plan or Benefit Plans or to receive such corresponding alternate payments shall cease as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of is eligible to participate in such termination dateother plan, and the remaining portion of such unexercisable portion Executive shall promptly notify the Company of the Option shall immediately be forfeited by the Executive as of Executive’s eligibility under such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Companyplan.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of termination and the Executive shall be entitled to the following, subject to Section 29: (1i) Base Salary earned but not paid prior to the date of the termination of his employmenttermination; (2ii) all any annual incentive compensation awards with respect bonus earned pursuant to any year prior to the year Section 5, but unpaid, as of the date of termination for the immediately preceding fiscal year, payable when bonuses are paid by the Company to its senior-level executives in respect of the Executive's employment which have been earned but not paidsuch fiscal year; (3iii) an amount equal a pro-rata share of the annual bonus the Executive would have earned pursuant to Section 5 if he had remained employed through the Base Salary (end of the fiscal year in which his employment terminated, based on the Company's actual performance against the goals set by the Compensation Committee for such fiscal year, payable when bonuses are paid by the Company to its senior-level executives in respect of such fiscal year; (iv) one hundred fifty percent (150%) of the greater of (A) the Base Salary in effect on the date of termination or (B) the termination of the Executive's employment)Base Salary in effect immediately prior to any reduction that would constitute Good Reason, payable with respect to the 12-month period following in a lump sum within thirty (30) days of the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4v) a pro rata annual incentive compensation award for the year in which the termination one hundred fifty percent (150%) of the Executive's employment occurs; providedTarget Bonus, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year payable in which the termination of the Executive's employment occurs are met; a lump sum within thirty (530) the exercisable portion of the Option held by the Executive as days of the date of termination in accordance with the termination of his employment shall remain exercisable until Company's regular payroll practice; (vi) to have the earlier of Company pay the full premiums (iemployer and employee portions) for the end of Executive's and any covered beneficiary's coverage under COBRA health continuation benefits over the 1-year eighteen (18) month period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expiretermination; (6vii) the unexercisable portion immediate vesting of the Option held by all deferred stock awarded to the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireunder this Agreement; (7viii) any amounts earned, accrued or owing to the Executive prior to the date of termination but not yet paid under Section Sections 7, 8, 9 or 10 abovein accordance with the terms thereof; and (8) ix) such other or additional benefits, if any, as are may be provided under applicable plans, programs and/or arrangements of the Company. 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 26 below.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date Termination Date, payable within 15 days of the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to 100% of the Base Salary (annual incentive compensation bonus described in Section 5 above, based on the Base Salary in effect on the date achievement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program such arrangement, with respect to the year in which the termination Termination Date occurs, payable when such annual incentive compensation bonuses are paid to other senior executives of the Executive's employment occurs are metCompany; (4) a lump sum cash amount equal to 200% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) the exercisable portion all restricted stock, restricted stock units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Option Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date, other than performance shares, performance units, and other performance-based equity awards which shall vest on the date that the performance goals established under such performance-based equity compensation arrangement are achieved; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the achievement of the performance goals established under such arrangement, payable when such performance-based compensation is paid to other senior executives of the Company; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) the unexercisable portion of the Option held all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s heath plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 26 below.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date Termination Date, payable within 15 days of the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to 100% of the Base Salary (annual incentive compensation bonus described in Section 5 above, based on the Base Salary in effect on the date achievement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program such arrangement, with respect to the year in which the termination Termination Date occurs, payable when such annual incentive compensation bonuses are paid to other senior executives of the Executive's employment occurs are metCompany; (4) a lump sum cash amount equal to 100% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) the exercisable portion all restricted stock, restricted stock units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Option Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date, other than performance shares, performance units, and other performance-based equity awards which shall vest on the date that the performance goals established under such performance-based equity compensation arrangement are achieved; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the achievement of the performance goals established under such arrangement, payable when such performance-based compensation is paid to other senior executives of the Company; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of Termination Date; [Missing Graphic Reference] (9) all premiums on health insurance for himself, her spouse and her dependents shall be fully paid by the termination of his employment or (ii) Company for as long as they are eligible for COBRA coverage under the date the Option would otherwise expireCompany’s health plan; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) (12) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; a severance payment of $2,00,000 payable in good funds within fifteen (15) days of termination. 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 26 below.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of termination and the Executive shall be entitled to the following: (1i) Base Salary earned but not paid prior to the date of the termination of his employmenttermination; (2ii) all annual incentive compensation awards with respect to any year prior to the year a pro-rata share of the termination maximum Bonus Compensation the Executive would have earned if he had remained employed through the end of the Executive's fiscal year in which his employment which have been earned but not paid; t erminated and met all requirements and goals set forth on Exhibit A, payable in a lump sum within thirty (330) an amount equal to the Base Salary (based on the Base Salary in effect on calendar days of the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4iii) one hundred percent (100%) of the greater of (A) the Base Salary in effect on the date of termination or (B) the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, payable in a pro rata annual incentive compensation award for lump sum within thirty (30) calendar days of the date of termination in accordance with the Company's regular payroll practice; (iv) one hundred percent (100%) of the greater of (A) the maximum Bonus Compensation the Executive would have earned if he had remained employed through the end of the fiscal year in which his employment terminated and met all requirements and goals set forth on Exhibit A or (B) three hundred thousand dollars ($300,000), payable in a lump sum within thirty (30) calendar days of the date of termination in accordance with the Company's regular payroll practice; (v) any unpaid portion of the Special Retention Bonus, payable in a lump sum within thirty (30) calendar days of the date of termination in accordance with the Company's regular payroll practice; (vi) to have the Company pay the full premiums (employer and employee portions) for the Executive's employment occursand any covered beneficiary's coverage under COBRA health continuation benefits over the eighteen (18) month period immediately following the date of termination; (vii) the immediate vesting of all stock options and deferred stock awarded to the Executive (whenever granted), with any options granted after the Effective Date having a minimum exercise period of one (1) year from the date of termination or, if less, the maximum amount permitted by Section 409A, subject to any option plan provisions relating to a change in control or similar event and to the initial ten (10) year term of the options; provided, however, that that, if necessary, such exercise period shall be extended if permitted by Section 409A until the performance goals established under exercise of the annual incentive compensation plan options would cease to violate any federal or program with respect state securities laws subject to the initial ten (10) year in which the termination term of the Executive's employment occurs are metoptions; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7viii) any amounts earned, accrued or owing to the Executive but not yet paid under Section Sections 7, 8, 9 or 10 aboveabove prior to the date of termination; and (8) ix) such other or additional benefits, including equity compensation, if any, as are may be provided under applicable plans, programs and/or arrangements of the Company. 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 24 below at least thirty (30) calendar days prior to the actual date of termination.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of termination and the Executive shall be entitled to the following: (1i) Base Salary earned but not paid prior to the date of the termination of his employmenttermination; (2ii) all annual incentive compensation awards with respect to any year prior to the year a pro-rata share of the termination maximum Bonus Compensation the Executive would have earned if he had remained employed through the end of the Executive's fiscal year in which his employment which have been earned but not paid; terminated and met all requirements and goals set forth on Exhibit A, payable in a lump sum within thirty (330) an amount equal to the Base Salary (based on the Base Salary in effect on calendar days of the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4iii) one hundred percent (100%) of the greater of (A) the Base Salary in effect on the date of termination or (B) the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, payable in a pro rata annual incentive compensation award for lump sum within thirty (30) calendar days of the date of termination in accordance with the Company's regular payroll practice; (iv) one hundred percent (100%) of the greater of (A) the maximum Bonus Compensation the Executive would have earned if he had remained employed through the end of the fiscal year in which his employment terminated and met all requirements and goals set forth on Exhibit A or (B) three hundred thousand dollars ($300,000), payable in a lump sum within thirty (30) calendar days of the date of termination in accordance with the Company's regular payroll practice; (v) any unpaid portion of the Special Retention Bonus, payable in a lump sum within thirty (30) calendar days of the date of termination in accordance with the Company's regular payroll practice; (vi) to have the Company pay the full premiums (employer and employee portions) for the Executive's employment occursand any covered beneficiary's coverage under COBRA health continuation benefits over the eighteen (18) month period immediately following the date of termination; (vii) the immediate vesting of all stock options and deferred stock awarded to the Executive (whenever granted), with any options granted after the Effective Date having a minimum exercise period of one (1) year from the date of termination or, if less, the maximum amount permitted by Section 409A, subject to any option plan provisions relating to a change in control or similar event and to the initial ten (10) year term of the options; provided, however, that that, if necessary, such exercise period shall be extended if permitted by Section 409A until the performance goals established under exercise of the annual incentive compensation plan options would cease to violate any federal or program with respect state securities laws subject to the initial ten (10) year in which the termination term of the Executive's employment occurs are metoptions; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7viii) any amounts earned, accrued or owing to the Executive but not yet paid under Section Sections 7, 8, 9 or 10 aboveabove prior to the date of termination; and (8) ix) such other or additional benefits, including equity compensation, if any, as are may be provided under applicable plans, programs and/or arrangements of the Company. 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 24 below at least thirty (30) calendar days prior to the actual date of termination.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of Termination Date, payable within 15 days after the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to 100% of the Base Salary (annual incentive compensation bonus described in Section 5 above, based on the Base Salary in effect on the date achievement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program such arrangement, with respect to the year in which the termination Termination Date occurs, payable when such annual incentive compensation bonuses are paid to other senior executives of the Executive's employment occurs are metCompany; (4) a lump sum cash amount equal to 100% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days after the Termination Date; (5) the exercisable portion all restricted stock, restricted stock units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Option Termination Date and be paid or distributed, as the case may be, within 15 days after the Termination Date, other than performance shares, performance units, and other performance-based equity awards which shall vest on the date that the performance goals established under such performance-based equity compensation arrangement are achieved; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid based on the achievement of the performance goals established under such arrangement, payable when such performance-based compensation is paid to other senior executives of the Company; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after February 1, 2008 shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) all premiums on health insurance for the unexercisable portion of the Option held Executive, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s health plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 27 below.

Termination of Employment by the Company Without Cause. If Upon a termination of the Executive's ’s employment is terminated by the Company without CauseCause (including through notice of nonrenewal by the Company pursuant to Section 2), other than due to death or Disabilityunder the circumstances described in Section 11(d), the Executive shall be entitled to the followingfollowing amounts, payable within thirty (30) calendar days following such termination, subject to the provisions of Section 23 below: (1i) Base Salary earned but not paid prior to the date Date of the termination of his employmentTermination and any accrued prior year bonus not paid prior to such date; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section Sections 7, 8, 9 or 10 above; andabove prior to the Date of Termination; (8) iii) such other or additional benefits, if any, as are may be provided under applicable plans, programs and/or arrangements of the Company; (iv) a prorated portion of the Average Historic Bonus (prorated for the number of months worked in the fiscal year in which the Date of Termination falls); (v) one (1) times the Base Salary in effect on the Date of Termination, plus a bonus equal to the Average Historic Bonus; (vi) immediate vesting of any stock options that would have vested before the end of the term of this Agreement (taking into account any renewals that have occurred under Section 2) or, if greater, one additional year of vesting on all stock options; and (vii) payment by the Company of the premiums 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, assuming such individuals elect and remain eligible for such coverage; provided that the Executive must execute and not revoke a severance agreement and release of claims drafted by and reasonably satisfactory to the Company (the “Severance Agreement”) to be eligible for the payments in Sections 11(c)(iv) through (vii) herein, which will contain a full release of the Company (other than for exceptions specified therein), and will be in substantially the form attached hereto as Exhibit A (with such additional reasonable grounds for release of the Company as changes in law or circumstances may require). The Company must provide written notice to the Executive in accordance with Section 21 below upon a termination of the Executive’s employment without Cause.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of Termination Date, payable within 15 days after the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to 100% of the Base Salary (annual incentive compensation bonus described in Section 5 above, based on the Base Salary in effect on the date achievement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program such arrangement, with respect to the year in which the termination Termination Date occurs, payable when such annual incentive compensation bonuses are paid to other senior executives of the Executive's employment occurs are metCompany; (4) a lump sum cash amount equal to 200% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days after the Termination Date; (5) the exercisable portion all restricted stock, restricted stock units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Option Termination Date and be paid or distributed, as the case may be, within 15 days after the Termination Date, other than performance shares, performance units, and other performance-based equity awards which shall vest on the date that the performance goals established under such performance-based equity compensation arrangement are achieved; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid based on the achievement of the performance goals established under such arrangement, payable when such performance-based compensation is paid to other senior executives of the Company; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after February 1, 2008 shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) all premiums on health insurance for the unexercisable portion of the Option held Executive, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s health plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 27 below.

Termination of Employment by the Company Without Cause. If Or By the ---------------------------------------------------------------- Executive for Good Reason. If, before the end of the Contract Term, the ------------------------- Executive's employment is terminated by the Company without CauseCause or by the Executive for Good Reason, the Executive shall receive, in a lump sum in cash payable immediately after the date of Termination, an amount equal to the sum of the following: (a) that portion of the Executive's Annual Base Salary and any Guaranteed Annual Bonus which is accrued but unpaid an of the Date of Termination, (b) the amount of the Executive's Annual Base Salary which would be payable for the period beginning on the Date of Termination and ending on the last day of the Contract Term, (c) the amount of the Executive's Annual Bonus for the remainder of the Contract Term, equal to the Executive's Annual Bonus for the fiscal year immediately preceding the Date of Termination (or, if the Date of Termination occurs prior to the end of the first full fiscal year of the Contract Term, equal to $150,000), multiplied by a fraction the numerator of which is the number of full years and portions of years between the Termination Date and the last day of the Contract Term, and the denominator of which is the total number of years in the Contract Term, (d) the total amount (f any) of the Executive's unvested benefits under any profit sharing plan, retirement plan, ESOP or any other than due plan which are forfeited on account of the Executive's employment being terminated, (e) the benefits to death which the Executive was entitled during the Contract Term under Section 4.02 hereof. Notwithstanding the foregoing and Section 8.02, the amount of any benefits provided under Section 4.02 shall be reduced or Disabilityeliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of his a subsequent employment after the Date of Termination. Further, if the Executive's employment terminates pursuant to this Section 5.03, the restrictions applicable to the restricted stock granted pursuant to Section 4.01(b) shall immediately lapse upon termination of employment and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to benefits described in Section 4.05 for the date remainder of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the CompanyContract Term.

Termination of Employment by the Company Without Cause. If by Executive for Good Reason or Upon Non-Renewal by the Company in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 3.4(a) above, if Executive's ’s employment is terminated by the Company without Cause, other than due to death by Executive for Good Reason or Disabilityupon Non-Renewal where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 3.3, and such termination occurs during the Change of Control Period, and Executive shall be entitled returns an executed Release to the followingCompany, which becomes final, binding and irrevocable within sixty (60) days following Executive’s Date of Termination, Executive (or his Beneficiary following Executive’s death) shall receive: (1a) Base Salary earned a single lump sum within five (5) business days after Executive’s Release becomes final, binding and irrevocable, equal to Executive’s accrued but not paid unpaid Annual Bonus, if any, for the fiscal year ended prior to the date his Date of the termination of his employmentTermination; (2b) all annual incentive compensation awards with respect a single lump sum within five (5) business days after Executive’s Release becomes final, binding and irrevocable, equal one hundred percent (100%) of Executive’s target bonus as in effect for the fiscal year in which Executive’s termination of employment occurs; provided that, for avoidance of doubt, the amount paid to any Executive pursuant to this Section 3.5(b) will not be prorated based on the actual amount of time Executive is employed by the Company during the fiscal year prior to (or the year of relevant performance period if something different than a fiscal year) during which the termination of the Executive's employment which have been earned but not paidoccurs; (3c) one hundred percent (100%) of Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (d) a severance payment payable in a single lump sum within five (5) business days after Executive’s Release becomes final, binding and irrevocable, in an amount equal to the twenty-four (24) months of Base Salary Salary; and (based on the Base Salary in effect on the date e) reimbursement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminatedCOBRA premiums, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination datepaid by Executive for continuation coverage for Executive, his spouse and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid dependents under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata an annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are metequal to the greater of (i) the annual incentive compensation award paid to the Executive with respect to the year preceding the year in which the termination of the Executive's employment occurs or (ii) 25 percent of Base Salary; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, terminated shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, as set forth in the table below: Date of Percent Percent Termination of Option of Option of Executive's which is which is Employment Accelerated Forfeited ---------------------------------------------------- After Effective Date but on or before 1st anniversary of Effective Date: 33-1/3% 66-2/3% After 1st anniversary of Effective Date but on or before 2nd anniversary of Effective Date: 33-1/3% 33-1/3% After 2nd anniversary of Effective Date but on or before 3rd anniversary of Effective Date: 33-1/3% 0% After 3rd anniversary of Effective Date: 0% 0% and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date Termination Date, payable within 15 days of the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to 100% of the Base Salary (annual incentive compensation bonus described in Section 5 above, based on the Base Salary in effect on the date achievement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program such arrangement, with respect to the year in which the termination Termination Date occurs, payable when such annual incentive compensation bonuses are paid to other senior executives of the Executive's employment occurs are metCompany; (4) a lump sum cash amount equal to 100% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) the exercisable portion all restricted stock, restricted stock units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Option Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date, other than performance shares, performance units, and other performance-based equity awards which shall vest on the date that the performance goals established under such performance-based equity compensation arrangement are achieved; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the achievement of the performance goals established under such arrangement, payable when such performance-based compensation is paid to other senior executives of the Company; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or [Missing Graphic Reference] (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) the unexercisable portion of the Option held all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s health plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) (12) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; a severance payment of $2,00,000 payable in good funds within fifteen (15) days of termination. 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 26 below.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of termination and the Executive shall be entitled to the following: (1i) Base Salary earned but not paid prior to the date of the termination of his employmenttermination; (2ii) all annual incentive compensation awards with respect to any year prior to the year a pro-rata share of the termination Bonus Compensation the Executive would have earned if she had remained employed through the end of Fiscal Year 2006, payable in a lump sum within thirty (30) calendar days of the Executive's employment which have been earned but not paiddate of termination in accordance with the Company’s regular payroll policy; (3iii) an amount equal to one hundred percent (100%) of the Base Salary greater of (based on A) the Base Salary in effect on the date of termination or (B) the termination of the Executive's employment)Base Salary in effect immediately prior to any reduction that would constitute Good Reason, payable with respect to the 12-month period following in a lump sum within thirty (30) calendar days of the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's ’s regular payroll practice; (4iv) a pro rata annual incentive compensation award for one hundred percent (100%) of the Bonus Compensation the Executive received in the fiscal year immediately prior to the fiscal year in which the termination her employment terminated, payable in a lump sum within thirty (30) calendar days of the date of termination in accordance with the Company’s regular payroll practice; (v) to have the Company pay the full premiums (employer and employee portions) for the Executive's employment occurs’s and any covered beneficiary’s coverage under COBRA health continuation benefits over the eighteen (18) month period immediately following the date of termination; (vi) the immediate vesting of all stock options and deferred stock awarded to the Executive, with any options granted after the Effective Date having a minimum exercise period of one (1) year from the date of termination or, if less, the maximum amount permitted by Section 409A, subject to any option plan provisions relating to a change in control or similar event and to the initial ten (10) year term of the options; provided, however, that that, if necessary, such exercise period shall be extended if permitted by Section 409A until the performance goals established under exercise of the annual incentive compensation plan options would cease to violate any federal or program with respect state securities laws subject to the initial ten (10) year in which the termination term of the Executive's employment occurs are metoptions; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7vii) any amounts earned, accrued or owing to the Executive but not yet paid under Section Sections 7, 8, 9 or 10 aboveabove prior to the date of termination; and (8) viii) such other or additional benefits, including equity compensation, if any, as are may be provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause occur unless the Company provides written notice to the Executive in accordance with Section 23 below at least thirty (30) calendar days prior to the actual date of termination.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable ) with respect to a period equal to the 12-month period following longer of (i) the date remainder of the termination Term of Employment or (ii) the Executive's employment corresponding severance period listed on Schedule A, payable in a lump sum without discount (the "Severance PeriodSalary Continuation Benefits") and in accordance with the Company's regular payroll practice); (4) a pro rata annual incentive compensation immediate vesting of (i) all unvested shares underlying the 1997 Stock Award and (ii) all unvested shares underlying any other restricted stock award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of on the date of the termination of his employment shall remain employment; (5) immediate vesting of all stock options held by the Executive on the date of the termination of his employment, with all nonqualified stock options remaining exercisable until the end of their original terms and all incentive stock options remaining exercisable until the earlier of (i) the end of the 1one-year period following the date of the termination of his employment or (ii) the date the Option incentive stock option would otherwise expire; (6) the unexercisable portion continued accrual of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) credited service through the end of the 1-year period following Term of Employment for the date purpose of the termination of his employment any Company pension plan, program or (ii) the date the Option would otherwise expirearrangement; (7) the right to purchase, at fair market value, the Executive's automobile (if any) provided to him by the Company under the Company's automobile perquisite program for senior-level executives; (8) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and; (8) such other or additional benefits, if any9) continued participation, as are provided if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in other employee benefit plans, programs and/or arrangements in which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the period used to determine the Salary Continuation Benefits; or (B) the date, or dates, he receives equivalent coverage and benefits under applicable the plans, programs and/or arrangements of the Company.a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided, however, that:

Termination of Employment by the Company Without Cause. If In the event the Executive's employment is terminated by the Company without Cause, other than due to death Disability or Disabilitydeath, the Executive shall be entitled to the following: to: (1) Base Salary earned but not paid prior to the date of the termination of his employment; ; (2) all annual incentive compensation awards with respect to any year prior to Base Salary, at the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary annualized rate in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier longer of (i) the end of the 1Term of Employment or (ii) 24 months, payable as a lump sum using as a discount rate the long-term applicable federal rate compounded annually as published by the Internal Revenue Service for the month in which the termination of employment occurs; (3) an amount equal to the product of (a) the average percentage of Base Salary paid to the Executive as annual incentive bonuses for the two calendar years immediately preceding the year period following of the termination of employment multiplied by (b) the Base Salary in effect on the date of the Executive's termination of employment; (4) have all unexercisable stock options granted under Section 6 above and held by the Executive on the date of the termination of his employment or become immediately exercisable; (ii5) the date the Option would otherwise expire; (6) the have all exercisable and unexercisable portion of the Option stock options granted under Section 6 above and held by the Executive as of on the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option option would otherwise expire; ; (6) the Company continue its payment of the Policy's annual premium pursuant to Section 7 above; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, or 9 or 10 above; and and (8) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of employment until the earlier of: i) the end of the period in respect of which a lump-sum severance payment is made; ii) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such other coverage and benefits to be determined on a coverage-by-coverage, or additional benefitsbenefit-by-benefit, basis); provided, however, that (i) if anythe Executive is precluded from continuing his participation in any employee benefit plan or program as provided in Section 11(d)(8)(A) above, as are he shall be provided with the after-tax economic equivalent of the benefits provided under applicable plansthe plan or program in which he is unable to participate for the period specified in this Section 11(d)(8), programs and/or arrangements (ii) the economic equivalent of the Company.7

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date Termination Date, payable within 15 days of the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 200% of the Base Salary sum of (based on i) the greater of (x) the Base Salary in effect on the date Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are metTermination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the exercisable Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the Option performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) the unexercisable portion of the Option held all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s heath plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 26 below.

Termination of Employment by the Company Without Cause. If 5.1 The Company may involuntarily terminate the Executive's ’s employment is terminated by without Cause at any time and for any reason, or no reason whatsoever, upon thirty (30) days written notice to the Executive. 5.2 In the event that the Executive incurs a Separation from Service with the Company on account of the Company’s involuntary termination of the Executive’s employment without Cause, other the Company shall pay the Executive any earned but unpaid Base Salary, and accrued and unused vacation days, in accordance with the Company’s customary payroll practices and vacation plan, provided, however, that such payments shall in no event be made later than due thirty (30) days following the Executive’s Separation from Service or, if earlier, the latest time permitted by applicable law. The Executive’s business expenses incurred through the date of the Executive’s Separation from Service shall be reimbursed pursuant to death or DisabilityParagraph 2.6 hereof. 5.3 In the event that the Executive incurs a Separation from Service with the Company on account of the Company’s involuntary termination of the Executive’s employment without Cause, the Company shall, in addition to the payment set forth in Paragraph 5.2: (a) Pay the Executive an amount equivalent to one (1) year’s then applicable Base Salary; and (b) Cause any unexpired options granted to the Executive under Paragraph 2.5 to vest immediately. 5.4 As a prerequisite to receiving any of the payments and benefits provided for in Section 5.3, the Executive shall be entitled required to sign a “Waiver and Release of All Claims,” in a form acceptable to Company. No payment or benefit shall be provided under Section 5.3 unless such Waiver and Release of All Claims has been signed and become irrevocable within 60 days of the Executive’s Separation from Service (the “Release Effective Date”). 5.5 The additional payment provided in Paragraph 5.3(a) shall be paid to the following: Executive in the form of a lump sum no later than (1i) Base Salary earned but not paid prior to seventy (70) days following the date Executive’s Separation from Service and (ii) ten (10) days following the Release Effective Date. In the event that the Executive incurs a Separation from Service with the Company in 2007 on account of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the Company’s involuntary termination of the Executive's ’s employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date without Cause, one-half of the additional payment provided in Paragraph 5.3(a) shall be paid in the form of a lump sum immediately upon the Executive’s Separation from Service and the provisions of Paragraph 5.4 shall not apply to such payment. The balance of the payment due under 5.3(a) shall be made in accordance with the terms of Paragraph 5.4 and the first sentence of this Paragraph 5.5. 5.6 In the event that the Executive incurs a Separation from Service with the Company on account of the Company’s involuntary termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's ’s employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination datewithout Cause, and the remaining portion of such unexercisable portion of Company satisfies its obligations under Section 5 hereof, the Option Company shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment have no further obligation or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing liability to the Executive but not yet paid under Section 7Executive, 8, 9 or 10 above; and (8) such other or additional benefits, if any, except as are provided under applicable plans, programs and/or arrangements of the CompanyParagraph 2.4(b) hereof.

Termination of Employment by the Company Without Cause. If by the Executive for Good Reason or Upon Non-Renewal by the Company in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive's ’s employment is terminated by the Company without Cause, other than due by the Executive for Good Reason or upon Non-Renewal where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination occurs during the Change of Control Period, and the Executive returns an executed Release to death or Disabilitythe Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 10, the Executive (or her Beneficiary following the Executive’s death) shall be entitled to the followingreceive: (1a) Base Salary earned a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, equal to the Executive’s accrued but not paid unpaid Annual Bonus, if any, for the calendar year ended prior to the date her Date of the termination of his employmentTermination; (2b) all annual incentive compensation awards a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with respect Section 10, equal to any one hundred percent (100%) of Executive’s target bonus as in effect for the calendar year prior in which Executive’s termination of employment occurs; provided that the amount paid to Executive pursuant to this Section 8(b) will be prorated based on the actual amount of time Executive is employed by the Company during the calendar year of (or the relevant performance period if something different than a calendar year) during which the termination occurs; (c) one hundred percent (100%) of the Executive's employment which have been earned but not paid’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (3d) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to the eighteen (18) months of Base Salary Salary; and (based on the Base Salary in effect on the date e) reimbursement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminatedCOBRA premiums, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited paid by the Executive as of such datefor continuation coverage for the Executive, her spouse and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid dependents under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

Termination of Employment by the Company Without Cause. If the Executive's Company terminates your employment is terminated by without Cause during the Company without CauseEmployment Period, other than due then, subject to death or Disabilityyour execution and nonrevocation of the Second Release, the Executive and such release becoming effective, you shall be entitled to the following: (1i) any then unpaid Base Salary earned but as set forth in Section 3(a) above (payable in a lump-sum on the 60th day following your date of termination), and (ii) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section 3(c) above. For the avoidance of doubt, all remaining unvested equity awards that are not paid prior accelerated according to the date of terms hereof, including without limitation the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable unvested portion of the Option held PRSUs, will be forfeited by the Executive as you. Additionally, subject to your execution and nonrevocation of the date of Second Release, and such release becoming effective, if the termination of his Company terminates your employment shall remain exercisable until the earlier of (i) without Cause during 2017 and prior to the end of the 1-year period following Employment Period, the date Company agrees that you will be eligible to receive under Section 3 of the termination Employment Agreement the annual bonus that you would have earned for 2017 had you been employed through the time of his employment or payment, notwithstanding the condition under the Bonus Plan (iias defined in the Employment Agreement) that in order to be eligible to participate in the date Bonus Plan a Participant (as defined in the Option would otherwise expire; (6Bonus Plan) must be employed at the unexercisable portion time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements Compensation Committee of the Company’s Board of Directors, after evaluating to the extent to which the performance objective under the Bonus Plan has been achieved. For the avoidance of doubt, any payment you receive will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to such other Participants but in any event no later than March 15, 2018 and payable in a lump-sum.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata an annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are metequal to the greater of (i) the annual incentive compensation award paid to the Executive with respect to the year preceding the year in which the termination of the Executive's employment occurs or (ii) 25 percent of Base Salary; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, terminated shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, as set forth in the table below: Date of Percent Percent Termination of Option of Option of Executive's which is which is Employment Accelerated Forfeited ------------------------------------------------------ After Effective Date but on or before 1st anniversary of Effective Date: 33-1/3% 66-2/3% After 1st anniversary of Effective Date but on or before 2nd anniversary of Effective Date: 33-1/3% 33-1/3% After 2nd anniversary of Effective Date but on or before 3rd anniversary of Effective Date: 33-1/3% 0% After 3rd anniversary of Effective Date: 0% 0% and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company.

Termination of Employment by the Company Without Cause. If by the Executive for Good Reason or Upon Non-Renewal by the Company. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive's ’s employment is terminated (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) upon Non-Renewal where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, 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 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 than due key executives of the Company pursuant to death or Disabilitythe terms of the Key Executive Incentive Plan; (ii) if the Executive’s Date of Termination does not occur during the Post-Change of Control Period, the Executive shall be entitled to receive a distribution or payment in settlement of each outstanding long-term performance-based Equity Award (including performance shares or other long-term Equity Awards that vest based on measures of long-term performance but excluding the following: Annual Bonus) for the applicable performance period in which Executive’s employment is terminated (1pro-rated for the portion of the performance period through the Date of Termination) Base Salary earned but not paid prior to and based on actual performance, payable when such long-term incentive compensation would have been payable had Executive’s employment continued through the settlement date of the termination of his employmentsuch long-term incentive compensation; (2iii) if the Executive’s Date of Termination does not occur during the Post-Change of Control Period, (A) each outstanding unvested Equity Award (excluding Equity Awards described in Section 7(c)(ii)) will be vested in a portion equal to the greater of the number of shares underlying such Equity Award that would vest (x) if the Executive remained in continuous service with the Company for six (6) months following his Date of Termination, or (y) on the next applicable vesting date for such Equity Award (pro rated for the portion of the then current vesting period represented by the Executive's service through the Date of Termination), and (B) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; vested stock options and stock appreciation rights after giving effect to clause (3A) an amount equal shall continue to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and be exercisable in accordance with the Company's regular payroll practiceterms of the applicable Equity Award but in any event for not less than six (6) months after the Date of Termination (or until the original expiration date with respect to such Equity Award, if earlier); (4iv) a pro rata annual incentive compensation award for if the year in which Executive’s Date of Termination occurs during the termination Post- Change of Control Period, 100% of the Executive's employment occurs; provided, however, that ’s outstanding Equity Awards as of the performance goals established under Date of Termination will be fully vested and exercisable and the annual incentive compensation plan or program with respect period of time during which such Equity Awards may be exercised will be extended to the year in which the termination earlier of the Executive's employment occurs are metdate such Equity Awards would have terminated if the Executive was still employed or the third (3rd) anniversary of the Date of Termination; (5v) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company.a lump sum severance payment payable in a lump sum within five

Termination of Employment by the Company Without Cause. If by the Executive for Good Reason or Upon Non-Renewal by the Company. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive's ’s employment is terminated by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination occurs outside of the Change of Control Period, 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 in accordance with Section 10, the Executive (or her Beneficiary following the Executive’s death) shall receive: (i) the Executive’s accrued but unpaid Annual Bonus, if any, for the calendar year ended prior to her Date of Termination payable at the same time annual bonuses for such calendar year are paid to other than due senior employees of the Company pursuant to death the terms of the Bonus Plan; (ii) One hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (iii) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to twelve (12) months of Base Salary; and (iv) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, her spouse and dependents under the Company’s group health, dental and vision plans for a six (6) month period from the Date of Termination. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or Disabilitythe Executive’s Confidentiality 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 the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Companyno further payments hereunder.

Termination of Employment by the Company Without Cause. If the Executive's ’s employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date Termination Date, payable within 15 days of the termination of his employmentTermination Date; (2) all annual incentive compensation awards with respect to any year prior to the year of in which the termination of the Executive's employment which Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) an amount equal to 100% of the Base Salary (annual incentive compensation bonus described in Section 5 above, based on the Base Salary in effect on the date achievement of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program such arrangement, with respect to the year in which the termination Termination Date occurs, payable when such annual incentive compensation bonuses are paid to other senior executives of the Executive's employment occurs are metCompany; (4) a lump sum cash amount equal to 100% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) the exercisable portion all restricted stock, restricted stock units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Option Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date, other than performance shares, performance units, and other performance-based equity awards which shall vest on the date that the performance goals established under such performance-based equity compensation arrangement are achieved; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the achievement of the performance goals established under such arrangement, payable when such performance-based compensation is paid to other senior executives of the Company; (7) all stock options held by the Executive as of the date Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the termination applicable stock option agreements; (8) all stock options held by the Executive as of his employment the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of of: (iA) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the date of the termination of his employment or (ii) the date the Option would otherwise expireTermination Date; (69) the unexercisable portion of the Option held all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Executive Company for as of long as they are eligible for COBRA coverage under the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireCompany’s heath plan; (710) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) 11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 26 below.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards Annual Bonus with respect to any year prior to the year of the termination of the Executive's employment which have has been earned but not paid; (3) an amount equal to the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable ) (the "Salary Continuation Benefits") with respect to the 12-month a period following the date of the termination of the Executive's employment (the "Severance Period") and equal to twelve months, payable in accordance with the Company's regular payroll practiceequal monthly installments over such period; (4) continued accrual of credited service through a pro rata annual incentive compensation award period ending on that date that would have been the end of the Term of Employment for the year in which the termination purpose of the Executive's employment occurs; providedany Company pension plan, however, that the performance goals established under the annual incentive compensation plan program or program with respect to the year in which the termination of the Executive's employment occurs are metarrangement; (5) the exercisable portion of right to purchase, at fair market value, the Option held Executive's automobile (if any) provided to him by the Executive as of Company under the Company's automobile perquisite program for senior-level executives; however, other than the foregoing, all rights to continue to participate in such program shall terminate on the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expireemployment; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 76, 8, 9 9, 10 or 10 11 above; andEXHIBIT 10.17 (8) such other or additional benefits, if any7) continued participation, as are provided if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in other employee benefit plans, programs and/or arrangements (excluding long-term disability programs) in which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the period used to determine the Salary Continuation Benefits; or (B) the date, or dates, he receives equivalent coverage and benefits under applicable the plans, programs and/or arrangements of the Company.a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided, however, that:

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his the Executive's employment, payable within 15 days of the date of the termination of the Executive's employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid, payable when such awards are paid to other senior executives; (3) a pro rata annual incentive award with respect to the year of the termination of the Executive's employment, but only if such award would otherwise have been paid had the Executive's employment not been terminated, payable when such awards are paid to other senior executives (and taking into account the bases used to determine the actual awards paid to other senior executives for such year); (4) an amount equal to 300% of the Base Salary sum of (based on i) the greater of (x) the Base Salary in effect on the date of the termination of the Executive's employment)employment or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, payable plus (ii) the three-year average of the actual bonuses paid with respect to the 12three years immediately preceding the year of termination of the Executive's employment; payable as follows: (A) 331/3% payable in equal installments over the 1-month year period immediately following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; practice and (4B) 662/3% payable in a pro rata annual incentive compensation award for lump sum on the year in which first anniversary of the date of the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are metemployment; (5) the exercisable portion of the Option all stock options held by the Executive as of the date of the termination of his employment shall remain immediately become exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of and each such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion stock option shall remain exercisable until the earlier of of: (iA) the stock option's originally scheduled expiration date or (B) if the stock option was granted (x) prior to the Effective Date, then at the end of the 1one-year period immediately following the date of the termination of his employment the Executive's employment, or (iiy) on or after the Effective Date, then at the end of the 90-day period immediately following the date of the Option would otherwise expiretermination of the Executive's employment; (6) continued heath benefit coverage during the 18-month period immediately following the date of the termination of the Executive's employment; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. 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 26 below.

Termination of Employment by the Company Without Cause. If Upon a termination of the Executive's ’s employment is terminated by the Company without Cause, other than due to death or DisabilityCause during the Term of Employment, the Executive shall be entitled to the following:following amounts, payable on the business day coinciding with or next following the thirtieth (30th) calendar day following such termination, subject to the provisions of Section 24 below and excluding the payments under clause (vii) below (which will be paid as premiums are due): (1i) Base Salary earned but not paid prior to the date Date of the termination of his employmentTermination and any accrued prior year Bonus not paid prior to such date; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section Sections 7, 8, 9 or 10 above; andabove prior to the Date of Termination; (8) iii) such other or additional benefits, if any, as are may be provided under applicable plans, programs and/or arrangements of the Company; (iv) if during the Term of CEO Employment, a prorated portion of the Average Historic Bonus (prorated for the number of months worked in the fiscal year in which the Date of Termination falls); (v) one (1) times the Base Salary in effect on the Date of Termination, plus a Bonus equal to the Average Historic Bonus; (vi) the equity treatment provided in Section 11(a)(iv) above; (vii) payment by the Company of the premiums 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, assuming such individuals elect and remain eligible for such coverage; provided that the Executive must execute and not revoke a severance agreement and release of claims drafted by and reasonably satisfactory to the Company (the “Severance Agreement”) to be eligible for the payments in Sections 11(c)(iv) through (vii) herein, which will contain a full release of the Company (other than for exceptions specified therein), and will be in substantially the form attached hereto as Exhibit B (with such additional grounds for release of the Company as changes in law or circumstances may require). The Executive will not be paid under Section 11(c)(v) if he has previously received or become entitled to payment under Section 12(b) or 12(c). The Company must provide written notice to the Executive in accordance with Section 22 below upon a termination of the Executive’s employment without Cause. An expiration of the Term of Employment shall be treated as provided in Section 11(e) and not as a termination without Cause.

Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Board of Directors may terminate the Executive’s employment as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. If the Executive's ’s employment is terminated by pursuant to this Section 10, the Company without Cause, other than due to death or Disability, shall pay the Executive shall be entitled in accordance with the normal payroll practices of the Company, an amount equal to the following: one (1) Base Salary earned but not paid year of the Executive’s base salary, or, if the Executive’s employment is terminated before January 21, 2005, the remaining base salary otherwise payable to the Executive during the Employment Period, in either case, the Executive’s base salary shall be payable at the rate and in the manner required by Section 3 of this Agreement and in effect immediately prior to the date the Executive’s employment was terminated. The payments described in the immediately preceding sentence shall be reduced by any income paid to the Executive during the severance period from other employment or consulting services he performs for other persons or entities. Within ninety (90) days after the end of the termination of his employment; (2) all annual incentive compensation awards with respect to any fiscal year prior to the year of the termination of in which the Executive's ’s employment which have been earned but not paid; (3) is terminated pursuant to this Section 10, the Company shall also pay the Executive a lump sum payment in an amount equal to the Base Salary (based on Executive’s Incentive Compensation for the Base Salary in effect on last full fiscal year of the Company ending prior to the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's ’s employment was terminated (the "“Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occursBonus”); provided, however, that if the performance goals established Executive’s employment is terminated before January 21, 2005, the Company shall pay the Executive, within ninety (90) days after the end of each fiscal year remaining under the annual incentive compensation plan or program with respect Employment Period, a lump sum payment in an amount equal to the year in which Severance Bonus. Upon termination of his employment, the Executive shall immediately forfeit all rights and benefits he would otherwise have been entitled to receive, including but not limited to any right to compensation pursuant to Sections 3, 4, or 5 of this Agreement (including any right to the grant of the Option under Section 4.B), except to the extent that such benefits shall have vested and continue after the termination of the Executive's ’s employment occurs are met; (5) under the exercisable portion terms of the Option held by applicable benefit plans and programs or this Section 10. The Company and the Executive shall have no further obligations under this Agreement except as otherwise provided in this Section and Sections 13 and 14 of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Companythis Agreement.

Termination of Employment by the Company Without Cause. If In the event the Executive's employment is terminated by the Company without Cause, other than due to death Disability or Disabilitydeath, the Executive shall be entitled to the following: to: (1) Base Salary earned but not paid prior to the date of the termination of his employment; ; (2) all annual incentive compensation awards with respect to any year prior to Base Salary, at the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary annualized rate in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier longer of (i) the end of the 1Term of Employment or (ii) 24 months, payable as a lump sum using as a discount rate the long-term applicable federal rate compounded annually as published by the Internal Revenue Service for the month in which the termination of employment occurs; (3) an amount equal to the product of (a) the average percentage of Base Salary paid to the Executive as annual incentive bonuses for the two calendar years immediately preceding the year period following of the termination of employment multiplied by (b) the Base Salary in effect on the date of the Executive's termination of employment; (4) have all unexercisable stock options granted under Section 6 above and held by the Executive on the date of the termination of his employment or become immediately exercisable; (ii5) the date the Option would otherwise expire; (6) the have all exercisable and unexercisable portion of the Option stock options granted under Section 6 above and held by the Executive as of on the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option option would otherwise expire; ; (6) the Company continue its payment of the Policy's annual premium pursuant to Section 7 above; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, or 9 or 10 above; and and (8) such continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements in which he was participating on the date of the Company.termination of employment until the earlier of: (A) the end of the period in respect of which a lump-sum severance payment is made; (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); 7

Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Board of Directors may terminate the Executive’s employment as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. If the Executive's ’s employment is terminated by pursuant to this Section 10, the Company without Cause, other than due to death or Disability, shall pay the Executive shall be entitled in accordance with the normal payroll practices of the Company, an amount equal to the following: one (1) Base Salary earned but not paid year of the Executive’s base salary, or, if the Executive’s employment is terminated before May 15, 2005, the remaining base salary otherwise payable to the Executive during the Employment Period, in either case, the Executive’s base salary shall be payable at the rate and in the manner required by Section 3 of this Agreement and in effect immediately prior to the date the Executive’s employment was terminated. The payments described in the immediately preceding sentence shall be reduced by any income paid to the Executive during the severance period from other employment or consulting services he performs for other persons or entities. Within ninety (90) days after the end of the termination of his employment; (2) all annual incentive compensation awards with respect to any fiscal year prior to the year of the termination of in which the Executive's ’s employment which have been earned but not paid; (3) is terminated pursuant to this Section 10, the Company shall also pay the Executive a lump sum payment in an amount equal to the Base Salary (based on Executive’s Incentive Compensation for the Base Salary in effect on last full fiscal year of the Company ending prior to the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's ’s employment was terminated (the "“Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occursBonus”); provided, however, that if the performance goals established Executive’s employment is terminated before May 15, 2005, the Company shall pay the Executive, within ninety (90) days after the end of each fiscal year remaining under the annual incentive compensation plan or program with respect Employment Period, a lump sum payment in an amount equal to the year in which Severance Bonus. Upon termination of his employment, the Executive shall immediately forfeit all rights and benefits he would otherwise have been entitled to receive, including but not limited to any right to compensation pursuant to Sections 3, 4, or 5 of this Agreement (including any right to the grant of the Option under Section 4.B), except to the extent that such benefits shall have vested and continue after the termination of the Executive's ’s employment occurs are met; (5) under the exercisable portion terms of the Option held by applicable benefit plans and programs or this Section 10. The Company and the Executive shall have no further obligations under this Agreement except as otherwise provided in this Section and Sections 13 and 14 of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Companythis Agreement.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Term of Employment shall end as of the date of such termination and the Executive shall be entitled to the following, subject to Sections 10(g) and 10(k) and compliance with the Executive's obligations pursuant to Sections 11, 12(a) & (b), and 13: (1) Base Salary earned but not paid prior to the date of the termination of his employmentAccrued Obligations; (2) all a pro rata annual incentive compensation awards with respect to any year prior to cash bonus award for the year of termination, based on actual results, payable in the termination of following calendar year at the Executive's employment which have been earned but not paidtime bonuses are paid to similarly situated senior-level executives generally; (3) an amount equal to his annual Base Salary, at the Base Salary (based on the Base Salary rate in effect on the date of the termination of the Executive's employment(without giving effect to any decrease in such rate which has given rise to Good Reason), payable with respect in installments for a period of 12 months, commencing (subject to the 12-month period following provisos below) on the first regular payroll date after the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practicepractices applicable to payment of salaries, provided that no amounts shall be due prior to the effective date of the release described in Section 10(k) and the first installment thereafter shall include all payments that would otherwise have been made prior to the effective date of the release; and provided further that payments pursuant to this section shall be subject to delay in accordance with Section 23(b) hereof; (4) a pro rata annual incentive compensation award for the year in which the termination full and immediate vesting of the Executive's employment occurs; providedOption, however, that which shall remain exercisable for ninety days after the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination date of the Executive's employment occurs are mettermination; (5) the exercisable portion full and immediate vesting of the Option held by the Executive as RSU's, and settlement of the date RSU's in accordance with the terms of the termination of his employment shall remain exercisable until the earlier of (iapplicable award agreement which will be consistent with Section 6(a) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expirehereof; (6) provided he timely elects COBRA health continuation coverage and timely pays the unexercisable portion of amount payable by similarly situated active senior-level employees, the Option held by the Company shall continue to provide medical coverage for Executive as of the date of the termination of and his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable eligible dependents until the earlier earliest of (ix) one (1) year from his termination, (y) his (or the end of the 1-year period following the date of the termination of his employment eligible dependent) ceasing to be eligible for COBRA coverage) or (iiz) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing he commences employment with an employer who maintains a medical plan. The Company shall give written notice to the Executive but not yet paid under of any termination without Cause in accordance with Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company25 below.

Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Company may elect (a) not to renew this Agreement at the End of the Initial Term or any Renewal Term; or (b) to terminate the Executive’s employment as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. If the Executive's ’s employment is terminated by pursuant to this Section 10, the Company without Causeshall pay to the Executive, other than in accordance with the normal payroll practices of the Company, an amount equal to 1) the Executive’s Base Salary for a period of 12 months commencing on the Termination Date; and 2) a pro-rata portion of any incentive compensation that otherwise would have become due and payable to death or Disability, the Executive shall be entitled pursuant to the following: (1provisions of Section 4(a) Base Salary earned but hereof, subject, to the extent applicable, to the provisions of Section 4(f) hereof, if the Executive’s employment had not paid been terminated prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the then current year of the Initial Term or the then current Renewal Term (the “Pro-Rata Bonus”), as the case may be. Such Pro-Rata Bonus shall be calculated by multiplying the total amount of the incentive compensation payable pursuant to Section 4(a) and, if applicable, Section 4(f) hereof, for the year in question by a fraction, the numerator of which shall be the number of days that shall have elapsed between the beginning of such year and the date of termination of this Agreement, and the denominator of which shall be 360. In addition to the foregoing payments, the Executive’s participation in all of the Company’s benefit plans, programs, arrangements and practices, including all disability, medical, life insurance and similar programs, but excluding the Option Plan and any pension, 401-K or similar retirement income or profit sharing plans, shall continue during such 12 month period. The termination of the Executive's ’s employment which have been earned but not paid; (3) an amount equal by the Company as a result of his continuous and uninterrupted inability to the Base Salary (based perform his duties and responsibilities under this Agreement, on the Base Salary in effect on the date behalf of the termination Company for a period of not less than180 days from the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as first day of such inability to perform his duties shall be considered to be a termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Companywithout cause hereunder.

Termination of Employment by the Company Without Cause. If Except as provided in paragraph (vi) below (pertaining to Termination of Employment following a Change of Control), in the Executive's employment is terminated event of Optionee’s Termination of Employment by the Company without Mediacom Companies for reasons other than Cause, other than due a portion of the unvested Option shall immediately vest and become exercisable upon such Termination of Employment. The number of additional Optioned Shares that are subject to death or Disabilitythe portion of the Option that vests and becomes exercisable pursuant to the preceding sentence shall equal the product of (i) the aggregate number of Unvested Shares immediately prior to such Termination of Employment that would have become Vested Shares on the next anniversary of the Award Date had the Optionee remained in continuous employment with the Mediacom Companies through such date multiplied by (ii) a fraction, the Executive shall be entitled to numerator of which is the following: (1) Base Salary earned but not paid prior number of days that have elapsed from the immediately preceding anniversary of the Award Date to the date of Grantee’s Termination of Employment for Cause. Any fractional shares of Vested Shares will be rounded up to the termination of his employment;nearest whole share. (2A) all annual incentive compensation awards with respect to any year prior to To the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice; (4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, extent that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met; (5) the Option is vested and exercisable portion of the Option held by the Executive as of the date Optionee’s Termination of the termination of his employment Employment (including pursuant to this paragraph), it shall remain continue to be exercisable for such Vested Shares until the earlier of (ix) the end first anniversary of the 1-year period following the date Optionee’s Termination of the termination of his employment Employment or (iiy) the date Expiration Date, at which time the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have shall terminate and become exercisable during the Severance Period if the Executive's employment had not been terminatednull and void with respect to all Vested Shares, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, not previously purchased in accordance with this Agreement and the remaining portion of such unexercisable portion of the Plan. (B) The Option shall terminate and become null and void as to all Unvested Shares (excluding any Optioned Shares that vest pursuant to this paragraph) immediately upon the Optionee’s Termination of Employment and such Option may not be forfeited by the Executive as of exercised for such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (7) Unvested Shares at any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Companytime thereafter.

Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the date of the termination of his employment; (2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid; (3) an amount equal to the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable ) with respect to a period equal to the 12-month period following longer of (i) 12 months or (ii) the date remainder of the termination Term of the Executive's employment Employment, payable in a lump sum without discount (the "Severance PeriodSalary Continuation Benefits") and in accordance with the Company's regular payroll practice); (4) a pro rata full annual incentive compensation award under the MICP for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program MICP with respect to the year in which the termination of the Executive's employment occurs are met; (5) immediate vesting of (i) all unvested shares underlying the exercisable portion of the Option 1997 Stock Award and (ii) all unvested shares underlying any other restricted stock award held by the Executive as of on the date of the termination of his employment shall remain employment; (6) immediate vesting of all stock options held by the Executive on the date of the termination of his employment, with all nonqualified stock options remaining exercisable until the end of their original terms and all incentive stock options remaining exercisable until the earlier of (i) the end of the 1one-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire; (6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option incentive stock option would otherwise expire; (7) continued accrual of credited service through the end of the Term of Employment for the purpose of any Company pension plan, program or arrangement; (8) the right to purchase, at fair market value, the Executive's automobile (if any) provided to him by the Company under the Company's automobile perquisite program for senior-level executives; (9) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and; (8) such other or additional benefits, if any10) continued participation, as are provided if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in other employee benefit plans, programs and/or arrangements in which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the period used to determine the Salary Continuation Benefits; or (B) the date, or dates, he receives equivalent coverage and benefits under applicable the plans, programs and/or arrangements of the Company.a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided, however, that: