Common use of TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON Clause in Contracts

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the termination of his employment that are related to the period of his employment preceding the effective date of the termination of his employment, including pay in lieu of accrued, but unused, vacation, and (ii) the prorated amount of the Incentive Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employment, and (iii) an amount equal to the product of (A) the sum of (1) the Executive's Base Salary as of the effective date of termination of his employment, and (2) the average cash bonus received by Executive for the past three (3) fiscal years preceding the effective date of termination (or such shorter period, if applicable), multiplied by (B) three (3). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his "Severance Payment". (iv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the termination of the Executive's employment. Such Severance Payment shall be reduced, in the case of a termination due to Permanent Disability, by the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the Company. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive's continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' continued participation in said employee benefit and welfare plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's and officers insurance, group life insurance, and his car allowance, but excluding any 401(k) plan. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he shall have whatever remaining period under the options following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment. (vii) The Executive's restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his her becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the her termination of his employment date that are related to the her period of his employment preceding the effective date of the her termination of his employment, including pay in lieu of accrued, but unused, vacationdate, and (ii) the prorated amount of the any Incentive Bonus for the year in which the termination that has been allocated, awarded or otherwise determined but unpaid as of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employmenther termination, and (iii) an the amount equal to the product of (A) the sum of (1) the Executive's her Base Salary as of at the rate in effect on the effective date of her termination of his employment, and (2) that would have been paid or payable during the average cash bonus received by Executive for the past three (3) fiscal years preceding year period immediately following the effective date of her termination (or such shorter period, if applicable), multiplied by (B) three (3the "Severance Period"). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his her "Severance Payment". (iv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the Executive's termination of the Executive's employment. Such With respect to any Severance Payment attributable to a period after the expiration of the Noncompete Period (as defined herein), such payment shall be reducedreduced for compensation earned from other employment or self-employment after that date, in and the case Executive shall refund to the Company any amount due as a result of a termination due such reduction; provided, however, that there shall be no reduction for amounts earned or paid to Permanent Disability, by her with respect to the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the CompanyExcluded Businesses. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") Period in any and all of the employee benefit and welfare plans and programs of the Company, excluding any the 401(k) plan, in which the Executive was entitled to participate immediately prior to his her termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his her termination, provided that the Executive's continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' continued participation in said employee benefit and welfare plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's directors and officers insurance, group life insurance, and his her car allowance, but excluding any the 401(k) plan. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his her costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his her eligible dependents. If the Executive engages in regular employment after his her termination of employment (whether as an executive or as a self-employed person, person but excluding his her management or operation of the Excluded BusinessesBusiness), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v8(a) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he she shall have whatever remaining the period under specified in the options following the effective date of his termination of employment option grant in which to exercise his her vested stock options, including those stock options that vested upon his termination her Termination of employmentEmployment. (vii) The Executive's restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse. (viii) The Executive would be entitled to receive a percentage of her OPP allocation equal to (x) the number of complete months the Executive had participated in the OPP through the effective date of her termination of employment, divided by (y) 36 (representing the total number of months in the OPP term), in lieu of her scheduled vesting under the OPP. This OPP allocation would be paid to the Executive after the OPP reward is determined at the end of the OPP plan term. (ix) All Severance Payments are contingent on Executive signing a release of claims, substantially in the form attached hereto as Exhibit A.

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the termination of his employment that are related to the period of his employment preceding the effective date of the termination of his employment, including pay in lieu of accrued, but unused, vacation, and, (ii) the prorated amount of the Incentive Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employment, and (iii) an amount equal to the product sum of (A) the product of (1) the sum of (1X) the Executive's Base Salary as of the effective date of termination of his employment, and (2Y) the average highest cash bonus received by the Executive for pursuant to Section 4 hereof during the past three (3) fiscal years preceding the effective date of termination (or such shorter period, if applicable)term hereof, multiplied by (B2) three (3), plus (B) an amount equal to the federal, state and local taxes on the amount paid pursuant to clause (A). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his "Severance Payment". (iv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the termination of the Executive's employment. Such Severance Payment shall be reduced, in the case of a termination due to Permanent Disability, by the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the Company. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during until the three earlier of: (3i) year period following the effective date Executive reaching the age of his termination of sixty-five (65); or (ii) until such time as the Executive obtains full-time employment (with an entity not affiliated with the "Severance Period") Executive that provides comparable benefits, in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, but specifically including the Company's health insurance plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive's continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the The Company shall pay for the Executive's and his spouse's and dependants' continued participation in said employee benefit and welfare plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's and officers insurance, group life insurance, . The cost of participation in all other such employee benefit and his car allowance, but excluding any welfare plans (other than the 401(k) plan) shall be borne by the Company for five (5) years and then shall be at the Executive's expense. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependentsdependents for five (5) years. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he shall have whatever remaining period under the options following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment. (vii) The Executive's restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse. (viii) The Executive Life Insurance Program shall be paid by the Company for five (5) years following the effective date of his termination.

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the his termination of his employment date that are related to the his period of his employment preceding the effective date of the his termination of his employmentdate, including pay in lieu of accrued, but unused, vacation, and (ii) the prorated amount of the Incentive Bonus at the Target Level for both corporate and individual performance for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employmenttermination, and (iii) an the amount equal to the product of (A) the sum of (1) the Executive's his Base Salary as of at the rate in effect on the effective date of his termination of his employment, and that would have been paid or payable during the five (25) the average cash bonus received by Executive for the past three (3) fiscal years preceding year period immediately following the effective date of his termination (or such shorter period, if applicable), multiplied by (B) three (3the “Severance Period”). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his "“Severance Payment"”. (iv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the Executive’s termination of employment. With respect to any Severance Payment attributable to a period after the expiration of 18 calendar months after the termination of the Executive's ’s employment. Such Severance Payment , such payment shall be reducedreduced for compensation earned from other employment or self-employment after that date, in and the case Executive shall refund to the Company any amount due as a result of a termination due such reduction; provided, however, that there shall be no reduction for any amounts earned or paid to Permanent Disability, by him with respect to the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the CompanyExcluded Businesses. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") Period in any healthcare, dental, vision and all of the employee benefit and welfare prescription drug plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive's ’s continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' ’s continued participation in said employee benefit healthcare, dental, vision and welfare prescription drug plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's and officers insurance, group life insurance, and his car allowance, but excluding any 401(k) plansuch programs. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans plans, including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit healthcare, dental, vision and welfare benefits prescription drug plans provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so receivedsoreceived. (vi) The Executive's ’s stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he shall have whatever remaining a two-year period under the options following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment. (vii) The Executive's ’s restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse. (viii) The Executive’s SERP benefit shall immediately become 100% vested. (ix) The Executive Life Insurance Program would be fully funded by the Company. (x) Prior to January 1, 2004, the Executive shall vest in and receive 75% of his total OPP allocation for the three-year term of the OPP (the “OPP Allocation”), and thereafter, the Executive would be entitled to vest in and receive 100% of his OPP Allocation; provided, however that this subsection (x) shall not apply for any termination by the Executive for a Good Reason other than a Good Reason in Section 7(d)(i), Section 7(d)(iii) and in Section 7(d)(iv). This percentage of his OPP Allocation shall be paid to the Executive (less any cash OPP payments previously received by the Executive) after the OPP reward is determined at the end of the OPP plan term, and will be reduced by a minimum amount paid as severance at the time of his termination of employment. This minimum amount paid at the time of his termination of employment would be equal to the OPP reward for the Executive determined at the date of his termination of employment (applying the 75% OPP Allocation for a termination prior to January 1, 2004, if applicable), and the Compensation Committee would have the discretion to pay the minimum amount to the Executive in cash or Common Shares or a combination of cash and Common Shares.

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his her becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the her termination of his employment date that are related to the her period of his employment preceding the effective date of the her termination of his employment, including pay in lieu of accrued, but unused, vacationdate, and (ii) the prorated amount of the Incentive Bonus at the Target Level for both corporate and individual performance for the year in which the termination of employment occurs, pro rated prorated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employmenttermination, and (iii) an the amount equal to the product of (A) the sum of (1) the Executive's her Base Salary as of at the rate in effect on the effective date of her termination of his employment, and (2) that would have been paid or payable during the average cash bonus received by Executive for the past three (3) fiscal years preceding year period immediately following the effective date of her termination (or such shorter period, if applicable), multiplied by (B) three (3the “Severance Period”). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his "her “Severance Payment"”. (iv) The Severance Payment shall be made in a single, lump sum cash payment no before the later than of (x) thirty (30) days after the effective date of the Executive’s termination of employment, and (y) the delivery of the signed Release (as defined below) to the Company and the expiration of the Executive’s statutory period to revoke the Release. With respect to any Severance Payment attributable to a period after the expiration of 18 calendar months after the termination of the Executive's ’s employment. Such Severance Payment , such payment shall be reducedreduced for compensation earned from other employment or self-employment after that date, in and the case Executive shall refund to the Company any amount due as a result of a termination due such reduction; provided, however, that there shall be no reduction for amounts earned or paid to Permanent Disability, by her with respect to the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the CompanyExcluded Businesses. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") Period in any healthcare, dental, vision and all of the employee benefit and welfare prescription drug plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his her termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his her termination, provided that the Executive's ’s continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' ’s continued participation in said employee benefit healthcare, dental, vision and welfare prescription drug plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's and officers insurance, group life insurance, and his car allowance, but excluding any 401(k) plansuch programs. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans plans, including, without limitation, reimbursing the Executive for his her costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his her eligible dependents. If the Executive engages in regular employment after his her termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit healthcare, dental, vision and welfare benefits prescription drug plans provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's ’s stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he she shall have whatever remaining a two-year period under the options following the effective date of his her termination of employment in which to exercise his her vested stock options, including those stock options that vested upon his her termination of employment. (vii) The Executive's ’s restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse. (viii) The Executive shall vest in and receive a percentage of her total OPP allocation for the 3-year term of the OPP (the “OPP Allocation”) equal to (x) the number of complete months the Executive had participated in the OPP through the effective date of her termination of employment, divided by (y) 36 (representing the total number of months in the OPP term), in lieu of her scheduled vesting of her OPP Allocation under the OPP. This percentage of her OPP Allocation would be paid to the Executive (less any cash OPP payments previously received by the Executive) after the OPP reward is determined at the end of the OPP plan term. (ix) All Severance Payments are contingent on Executive signing a release of claims, substantially in the form attached hereto as Exhibit A (the “Release”).

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his her becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the her termination of his employment date that are related to the her period of his employment preceding the effective date of the her termination of his employment, including pay in lieu of accrued, but unused, vacationdate, and (ii) the prorated amount of the maximum Incentive Bonus for the year in which the termination of employment occurs, pro rated prorated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employmenttermination, and (iii) an the amount equal to the product of (A) the sum of (1) the Executive's her Base Salary as of at the rate in effect on the effective date of her termination of his employment, and (2) that would have been paid or payable during the average cash bonus received by Executive for the past three (3) fiscal years preceding year period immediately following the effective date of her termination (or such shorter period, if applicable), multiplied by (B) three (3the "Severance Period"). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his her "Severance Payment". (iv) The Severance Payment shall be made in a single, lump sum cash payment no before the later than of (x) thirty (30) days after the effective date of the Executive's termination of employment, and (y) the delivery of the signed Release (as defined below) to the Company and the expiration of the Executive's statutory period to revoke the Release. With respect to any Severance Payment attributable to a period after the expiration of 18 calendar months after the termination of the Executive's employment. Such Severance Payment , such payment shall be reducedreduced for compensation earned from other employment or self-employment after that date, in and the case Executive shall refund to the Company any amount due as a result of a termination due such reduction; provided, however, that there shall be no reduction for amounts earned or paid to Permanent Disability, by her with respect to the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the CompanyExcluded Businesses. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") Period in any and all of the employee benefit and welfare plans and programs of the Company, excluding any the 401(k) plan, in which the Executive was entitled to participate immediately prior to his her termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his her termination, provided that the Executive's continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' continued participation in said employee benefit and welfare plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's directors and officers insurance, group life insurance, and his her car allowance, but excluding any the 401(k) plan. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his her costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his her eligible dependents. If the Executive engages in regular employment after his her termination of employment (whether as an executive or as a self-employed person, person but excluding his her management or operation of the Excluded BusinessesBusiness), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he she shall have whatever remaining a two-year period under the options following the effective date of his her termination of employment in which to exercise his her vested stock options, including those stock options that vested upon his her termination of employment. (vii) The Executive's restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse. (viii) The Executive shall vest in and receive a percentage of her total OPP allocation for the 3-year term of the OPP (the "OPP Allocation") equal to (x) the number of complete months the Executive had participated in the OPP through the effective date of her termination of employment, divided by (y) 36 (representing the total number of months in the OPP term), in lieu of her scheduled vesting of her OPP Allocation under the OPP. This percentage of her OPP Allocation would be paid to the Executive (less any cash OPP payments previously received by the Executive) after the OPP reward is determined at the end of the OPP plan term. (ix) All Severance Payments are contingent on Executive signing a release of claims, substantially in the form attached hereto as Exhibit A (the "Release").

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the termination of his employment that are related to the period of his employment preceding the effective date of the termination of his employment, including pay in lieu of accrued, but unused, vacation, and (ii) the prorated amount of the Incentive Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employment, and (iii) an amount equal to the product of (A) the sum of (1) the Executive's Base Salary as of the effective date of termination of his employment, and (2) the average cash bonus received by Executive for the past three (3) fiscal years preceding the effective date of termination (or such shorter period, if applicable), multiplied by (B) three (3). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his "Severance Payment". (iv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the termination of the Executive's employment. Such Severance Payment shall be reduced, in the case of a termination due to Permanent Disability, by the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the Company. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive's continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' continued participation in said employee benefit and welfare plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's and officers insurance, group life insurance, and his car allowance, but excluding any 401(k) plan. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he shall have whatever remaining period under the options following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment. (viivi) The Executive's restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Guaranteed Bonus, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the his termination of his employment date that are related to the his period of his employment preceding the effective date of the his termination of his employmentdate, including pay in lieu of accrued, but unused, vacation, and (ii) the prorated amount of the maximum Incentive Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employmenttermination, and (iii) an the amount equal to the product of his (A) Base Salary, plus (B) his Guaranteed Bonus, at the sum of (1) the Executive's Base Salary as of rates in effect on the effective date of his termination of his employment, and that would have been paid or payable during the five (25) the average cash bonus received by Executive for the past three (3) fiscal years preceding year period immediately following the effective date of his termination (or such shorter period, if applicable), multiplied by (B) three (3the "Severance Period"). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his "Severance Payment". (iv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the Executive's termination of employment. With respect to any Severance Payment attributable to a period after the expiration of 18 calendar months after the termination of the Executive's employment. Such Severance Payment , such payment shall be reducedreduced for compensation earned from other employment or self-employment after that date, in and the case Executive shall refund to the Company any amount due as a result of a termination due such reduction; provided, however, that there shall be no reduction for any amounts earned or paid to Permanent Disability, by him with respect to the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the CompanyExcluded Businesses. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") Period in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive's continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' continued participation in said employee benefit and welfare plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's directors and officers insurance, group life insurance, and his car allowance, but excluding any 401(k) plan. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he shall have whatever remaining period under the options following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment. (vii) The Executive's restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.any

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his becoming Permanently Disabled, or a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Cash Incentive Bonus, Restricted Share Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the his termination of his employment date that are related to the his period of his employment preceding the effective date of the his termination of his employmentdate, including pay in lieu of accrued, but unused, vacation, and (ii) the prorated amount of the Cash Incentive Bonus at the Target Level for both corporate and individual performance for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employmenttermination, and (iii) an the amount equal to the product of (A) the sum of (1) the Executive's his Base Salary as of at the rate in effect on the effective date of the Executive’s termination of his employment, and or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, that would have been paid or payable during the five (25) the average cash bonus received by Executive for the past three (3) fiscal years preceding year period immediately following the effective date of his termination (or such shorter period, if applicablethe “Severance Period”), multiplied and (iv) the issuance of fully vested Common Shares in an amount as determined by (B) three (3)the Compensation Committee in its sole discretion, in lieu of any Restricted Share Incentive Bonus. The sum of the amount payable under subsections (ii), (iii) and (iiiiv) hereof is referred to herein as his "“Severance Payment".” If a termination of employment under this Section 8(a) takes place during the Change of Control Termination Period (as defined below), then the Executive shall receive the Change of Control Severance Payment (as defined below) in lieu of the Severance Payment under Sections 8(a)(ii), (iii) and (iv). (ivv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the Executive’s termination of employment. With respect to any Severance Payment attributable to a period after the expiration of 18 calendar months after the termination of the Executive's ’s employment. Such Severance Payment , such payment shall be reducedreduced for compensation earned from other employment or self-employment after that date, in and the case Executive shall refund to the Company any amount due as a result of a termination due such reduction; provided, however, that there shall be no reduction for any amounts earned or paid to Permanent Disability, by him with respect to the present value of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the CompanyExcluded Businesses. (vvi) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his termination of employment (the "Severance Period") Period in any healthcare, dental, vision and all of the employee benefit and welfare prescription drug plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive's ’s continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' ’s continued participation in said employee benefit healthcare, dental, vision and welfare prescription drug plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's and officers insurance, group life insurance, and his car allowance, but excluding any 401(k) plansuch programs. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans plans, including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit healthcare, dental, vision and welfare benefits prescription drug plans provided by the Company will relieve the Company of its obligation under this Section 8(a)(v8(a)(vi) to provide comparable benefits to the extent of the benefits so receivedsoreceived. (vivii) The Executive's ’s stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he shall have whatever remaining a two-year period under the options following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment. (viiviii) The Executive's ’s restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse; provided, however, that this Section 8(a)(viii) shall not apply to any restricted Common Shares issued under the 2006 LTIP. (ix) The Executive’s SERP benefit shall immediately become 100% vested. (x) The Executive Life Insurance Program would be fully funded by the Company. (xi) The Executive would be entitled to vest in and receive 100% of his total OPP allocation for the three-year term of the OPP (the “OPP Allocation”); provided, however that this subsection (xi) shall not apply for any termination by the Executive for a Good Reason other than a Good Reason in Section 7(d)(i), Section 7(d)(iii) and in Section 7(d)(iv). This percentage of his OPP Allocation shall be paid to the Executive (less any cash OPP payments previously received by the Executive) after the OPP reward is determined at the end of the OPP plan term, and will be reduced by a minimum amount paid as severance at the time of his termination of employment. This minimum amount paid at the time of his termination of employment would be equal to the OPP reward for the Executive determined at the date of his termination of employment, and the Compensation Committee would have the discretion to pay the minimum amount to the Executive in cash or Common Shares or a combination of cash and Common Shares. (xii) Upon a termination of the Executive’s employment by the Company for any reason other than Cause, or by the Executive for one of the Good Reasons in Section 7(d)(i), Section 7(d)(iii) or Section 7(d)(iv), then if such termination of employment occurs during the period after the effective date of the 2006 LTIP and prior to January 1, 2007, the Executive would be entitled to continue as an active participant in the 2006 LTIP for 75% of all outstanding Target Units allocated to him under the 2006 LTIP and any remaining Target Units shall be forfeited, and if the termination of employment occurs on or after January 1, 2007, then the Executive would be entitled to continue as an active participant in the 2006 LTIP for 100% of all outstanding Target Units allocated to him under the 2006 LTIP. If such termination of employment occurs on or after January 1, 2007, then: (i) any unvested restricted Common Shares issued under the 2006 LTIP that are held by the Executive at the termination date will become fully vested as of the Executive’s termination date, and (ii) the restrictions on the transfer of any vested Common Shares issued under the 2006 LTIP shall continue until the end of the term of the 2006 LTIP. (xiii) Upon a termination of employment due to the Executive becoming Permanently Disabled, the Executive shall be entitled to the rights and benefits as provided for under the 2006 LTIP.

TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the Executive should terminate by reason of his becoming Permanently Disabled, a termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the effective date of the termination of his employment that are related to the period of his employment preceding the effective date of the termination of his employment, including pay in lieu of accrued, but unused, vacation, and (ii) the prorated amount of the Incentive Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of the termination of his employment, and (iii) an amount equal to the product of (A) the sum of (1) the Executive's Base Salary (as of the effective date of termination of his employment, termination) and (2) the average cash bonus received by Executive for the past three (3) fiscal years preceding the effective date of termination (or such shorter period, if applicable), multiplied by (B) three (3). The sum of the amount payable under subsections (ii) and (iii) hereof is referred to herein as his "Severance Payment". (iv) The Severance Payment shall be made in a single, lump sum cash payment no later than thirty (30) days after the effective date of the termination of the Executive's employment. Such Severance Payment shall be reduced, in the case of a termination due to Permanent Disability, by the present value of the of the amount of disability proceeds to be received by Executive under the long term disability insurance policy carried by the Company. (v) The Company shall allow the Executive and his spouse and dependants to continue to participate during the three (3) year period following the effective date of his the termination of his employment (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive's continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's and his spouse's and dependants' continued participation in said employee benefit and welfare plans, including but not limited to premiums for group health, dental, accident, disability insurance, director's and officers insurance, group life insurance, and his car allowance, but excluding any 401(k) plan. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive, his spouse, and his dependants with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person, but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide comparable benefits to the extent of the benefits so received. (vi) The Executive's stock options awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and he shall have whatever remaining period under the options following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment. (vii) The Executive's restricted Common Shares awarded under the Equity Incentive Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.