Common use of Termination Without Cause or by Executive for Good Reason Clause in Contracts

Termination Without Cause or by Executive for Good Reason. In the event that prior to the expiration of the Term, Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5 or Executive terminates his employment for Good Reason under Section 5.4, Executive will be entitled to the amounts described in Section 6.1. Executive will also be entitled to $150,000 in cash in a lump sum to be paid within 30 days following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which Executive was entitled as of the date of termination for a period of 12 months following the date of termination; provided, however, that if Executive is employed with another employer and is eligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected in the Stock Option Award Agreement and the Restricted Stock Unit Award Agreement, (a) the portion of the Stock Option scheduled to vest in the year of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered by the Restricted Stock Award shall vest and shares of Common Stock will be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if termination occurs on or prior to June 30, 2010, (ii) 54,000 shares of Common Stock if termination occurs on or after July 1, 2010, and on or prior to June 30, 2011, and (iii) 72,000 shares if termination occurs on or after July 1, 2011, and on or prior to June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical and dental benefits, and to accelerate vesting of the Stock Option and Restricted Stock Award as described above are expressly conditioned on (i) Executive’s execution, within 30 days following termination of Executive’s employment, of a release (in the form attached to this Agreement as Appendix 6.2, with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. Corporation’s obligation to provide medical and dental insurance benefits to Executive will terminate if Executive breaches a provision of Section 3.

Termination Without Cause or by Executive for Good Reason. In (a) The Company reserves the event that prior right to the expiration of the Term, Corporation terminates terminate Executive’s employment with Corporation at any time. If, however, a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 5.5 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination in the ordinary course on any applicable June 30 if the term of this Agreement is not automatically renewed, which circumstance is covered by Section 4.6(d), (ii) termination for Cause which circumstance is covered by Section 4.5, (iii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iv) termination by reason of death which circumstance is covered by Section 4.3, or (v) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive without Cause or Executive terminates his employment with Good Reason, then the Company shall pay to Executive: (i) the Accrued Base Obligations through the Termination Date, payable promptly after the Termination Date, (ii) any unpaid Performance Bonus earned for Good Reason under Section 5.4, Executive will be entitled to the amounts described in Section 6.1. Executive will also be entitled to $150,000 in cash in a lump sum to be paid within 30 days following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the any fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved ended on or before the Termination Date payable on the date on which such Performance Bonus would be paid absent termination, (iii) Accrued Bonus Obligations, (iv) any payments due under Section 4.12. (d) If this Agreement is terminated in the ordinary course on any applicable June 30 because of termination, as determined a non-renewal notice given by the Compensation Committee Company under Section 2.1, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the same payments as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which the Executive was would be entitled as of the date of termination for a period of 12 months following the date of termination; providedunder Section 4.6(c)(i), however(ii), that if Executive and (iv). If this Agreement is employed with another employer and is eligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected terminated in the Stock Option Award Agreement and the Restricted Stock Unit Award Agreement, (a) the portion ordinary course on any applicable June 30 because of the Stock Option scheduled to vest in the year of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered a non-renewal notice given by the Restricted Stock Award Executive under Section 2.1, then Company shall vest and shares of Common Stock will have no further obligations under this Agreement except that Company shall pay to Executive the payments to which the Executive would be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if termination occurs on or prior to June 30, 2010entitled under Section 4.6(c)(i), (ii) 54,000 shares of Common Stock if termination occurs on or after July 1, 2010, and on or prior to June 30, 2011, and (iii) 72,000 shares if termination occurs on or after July 1, 2011, and on or prior to June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical and dental benefits, and to accelerate vesting of the Stock Option and Restricted Stock Award as described above are expressly conditioned on (i) Executive’s execution, within 30 days following termination of Executive’s employment, of a release (in the form attached to this Agreement as Appendix 6.2, with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. Corporation’s obligation to provide medical and dental insurance benefits to Executive will terminate if Executive breaches a provision of Section 3iv).

Termination Without Cause or by Executive for Good Reason. In (a) The Company and the event that prior Executive each reserve the right to the terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason our upon expiration of the Termterm of this Agreement, Corporation then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination for Cause which circumstance is covered by Section 4.5, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iii) termination by reason of death which circumstance is covered by Section 4.3, or (iv) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive’s employment with Corporation Executive without Cause under Section 5.5 or Executive terminates his employment for with Good Reason under Section 5.4Reason, Executive will be entitled then the Company shall pay to Executive: (i) the amounts described Accrued Base Obligations, (ii) severance in Section 6.1. Executive will also be entitled to $150,000 an amount of three times the then applicable annual Base Compensation, payable in cash thirty six (36) equal monthly installments commencing in a lump sum to be paid within 30 days the month following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the fiscal year month in which such termination occurs based on the extent to which Termination Date occurs, (iii) Accrued Bonus Obligations, (iv) health and medical benefits as required by Section 3.3 of this Agreement during the applicable performance measures for that fiscal year had been achieved on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which Executive was entitled as of the date of termination for a thirty-six-month period of 12 months immediately following the date of terminationTermination Date; provided, however, that if Executive is employed with another employer and is eligible or Executive’s dependents are ineligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected participate in the Stock Option Award Agreement Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for health and the Restricted Stock Unit Award Agreement, (a) the portion of the Stock Option scheduled medical coverage reasonably comparable to vest in the year of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered by the Restricted Stock Award shall vest and shares of Common Stock will be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if termination occurs on or prior to June 30, 2010, (ii) 54,000 shares of Common Stock if termination occurs on or after July 1, 2010that previously provided under Section 3.3, and on further provided that such benefits shall become secondary to primary coverage upon the date or prior to June 30dates Executive receives coverage and benefits which are substantially similar, 2011taken as a whole, and (iii) 72,000 shares if termination occurs on without waiting period or after July 1pre-existing condition limitations, 2011, and on or prior to June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical plans and dental benefits, and to accelerate vesting of the Stock Option and Restricted Stock Award as described above are expressly conditioned on (i) Executive’s execution, within 30 days following termination of Executive’s employment, programs of a release subsequent employer, and (in the form attached to this Agreement as Appendix 6.2, with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claimsv) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. Corporation’s obligation to provide medical and dental insurance benefits to Executive will terminate if Executive breaches a provision of Section 3Indemnification.

Termination Without Cause or by Executive for Good Reason. In (a) The Company reserves the event that prior right to the expiration of the Term, Corporation terminates terminate Executive’s employment with Corporation at any time. If, however, a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 5.5 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination in the ordinary course on any applicable June 30 if the term of this Agreement is not automatically renewed, which circumstance is covered by Section 4.6(d), (ii) termination for Cause which circumstance is covered by Section 4.5, (iii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iv) termination by reason of death which circumstance is covered by Section 4.3, or (v) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive without Cause or Executive terminates his employment with Good Reason, then the Company shall pay to Executive: (i) the Accrued Base Obligations through the Termination Date, payable promptly after the Termination Date, (ii) any unpaid Performance Bonus earned for Good Reason under Section 5.4, Executive will be entitled to the amounts described in Section 6.1. Executive will also be entitled to $150,000 in cash in a lump sum to be paid within 30 days following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the any fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved ended on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which Executive was entitled as of Termination Date payable on the date of termination for a period of 12 months following on which such Performance Bonus would be paid absent termination, (iii) Accrued Bonus Obligations, (iv) amounts equal to Base Compensation through and including the date six months after the Termination Date, and (v) health and medical benefits as required by Section 3.3 of terminationthis Agreement during the same period that amounts equal to Base Compensation are due under Section 4.6(c)(iv); provided, however, that if Executive is employed with another employer and is eligible Executive, Executive’s spouse or Executive’s dependents are ineligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected participate in the Stock Option Award Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. (d) If this Agreement and the Restricted Stock Unit Award Agreement, (a) the portion of the Stock Option scheduled to vest is terminated in the year ordinary course on any applicable June 30 because of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered a non-renewal notice given by the Restricted Stock Award Company under Section 2.1, then Company shall vest and shares of Common Stock will have no further obligations under this Agreement except that Company shall pay to Executive the same payments as to which the Executive would be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if termination occurs on or prior to June 30, 2010entitled under Section 4.6(c)(i), (ii) 54,000 shares of Common Stock if termination occurs on or after July 1), 2010, and on or prior to June 30, 2011(iv), and (iii) 72,000 shares if termination occurs v). If this Agreement is terminated in the ordinary course on or after July 1, 2011, and on or prior to any applicable June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical and dental benefits, and to accelerate vesting of the Stock Option and Restricted Stock Award as described above are expressly conditioned on (i) Executive’s execution, within 30 days following termination of Executive’s employment, because of a release (in non-renewal notice given by the form attached to Executive under Section 2.1, then Company shall have no further obligations under this Agreement as Appendix 6.2, with such modifications specifically in response except that Company shall pay to changes in applicable law as counsel for Corporation determines Executive the payments to which the Executive would be reasonably necessary or desirable to ensure effective release of all claimsentitled under Section 4.6(c)(i) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. Corporation’s obligation to provide medical and dental insurance benefits to Executive will terminate if Executive breaches a provision of Section 3).

Termination Without Cause or by Executive for Good Reason. In (a) The Company reserves the event that prior right to the expiration of the Term, Corporation terminates terminate Executive’s employment with Corporation at any time. If, however, a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 5.5 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination in the ordinary course on any applicable June 30 if the term of this Agreement is not automatically renewed, which circumstance is covered by Section 4.6(d), (ii) termination for Cause which circumstance is covered by Section 4.5, (iii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iv) termination by reason of death which circumstance is covered by Section 4.3, or (v) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive without Cause or Executive terminates his employment with Good Reason, then the Company shall pay to Executive: (i) the Accrued Base Obligations through the Termination Date, payable promptly after the Termination Date, (ii) any unpaid Performance Bonus earned for Good Reason under Section 5.4, Executive will be entitled to the amounts described in Section 6.1. Executive will also be entitled to $150,000 in cash in a lump sum to be paid within 30 days following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the any fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved ended on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which Executive was entitled as of Termination Date payable on the date of termination for a period of 12 months following on which such Performance Bonus would be paid absent termination, (iii) Accrued Bonus Obligations, (iv) amounts equal to Base Compensation through and including the date one year after the Termination Date, and (v) health and medical benefits as required by Section 3.3 of terminationthis Agreement during the same period that amounts equal to Base Compensation are due under Section 4.6(c)(iv); provided, however, that if Executive is employed with another employer and is eligible Executive, Executive’s spouse or Executive’s dependents, if any, are ineligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected participate in the Stock Option Award Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. (d) If this Agreement and the Restricted Stock Unit Award Agreement, (a) the portion of the Stock Option scheduled to vest is terminated in the year ordinary course on any applicable June 30 because of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered a non-renewal notice given by the Restricted Stock Award Company under Section 2.1, then Company shall vest and shares of Common Stock will have no further obligations under this Agreement except that Company shall pay to Executive the same payments as to which the Executive would be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if termination occurs on or prior to June 30, 2010entitled under Section 4.6(c)(i), (ii) 54,000 shares of Common Stock if termination occurs on or after July 1), 2010, and on or prior to June 30, 2011(iv), and (iii) 72,000 shares if termination occurs v). If this Agreement is terminated in the ordinary course on or after July 1, 2011, and on or prior to any applicable June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical and dental benefits, and to accelerate vesting of the Stock Option and Restricted Stock Award as described above are expressly conditioned on (i) Executive’s execution, within 30 days following termination of Executive’s employment, because of a release (in non-renewal notice given by the form attached to Executive under Section 2.1, then Company shall have no further obligations under this Agreement as Appendix 6.2, with such modifications specifically in response except that Company shall pay to changes in applicable law as counsel for Corporation determines Executive the payments to which the Executive would be reasonably necessary or desirable to ensure effective release of all claimsentitled under Section 4.6(c)(i) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. Corporation’s obligation to provide medical and dental insurance benefits to Executive will terminate if Executive breaches a provision of Section 3).

Termination Without Cause or by Executive for Good Reason. In (a) The Company reserves the event that prior right to the expiration of the Term, Corporation terminates terminate Executive’s employment with Corporation at any time. If, however, a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 5.5 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination in the ordinary course on any applicable June 30 if the term of this Agreement is not automatically renewed, which circumstance is covered by Section 4.6(d), (ii) termination for Cause which circumstance is covered by Section 4.5, (iii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iv) termination by reason of death which circumstance is covered by Section 4.3, or (v) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive without Cause or Executive terminates his employment with Good Reason, then the Company shall pay to Executive: (i) the Accrued Base Obligations through the Termination Date, payable promptly after the Termination Date, (ii) any unpaid Performance Bonus earned for Good Reason under Section 5.4, Executive will be entitled to the amounts described in Section 6.1. Executive will also be entitled to $150,000 in cash in a lump sum to be paid within 30 days following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the any fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved ended on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which Executive was entitled as of Termination Date payable on the date of termination for a period of 12 months following the date of on which such Performance Bonus would be paid absent termination; provided, however, that if Executive is employed with another employer , (iii) Accrued Bonus Obligations, (iv) amounts equal to Base Compensation through and is eligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected in the Stock Option Award Agreement and the Restricted Stock Unit Award Agreement, including (aA) the portion 15-month anniversary of the Stock Option scheduled to vest in the year of his termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered by the Restricted Stock Award shall vest and shares of Common Stock will be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if his termination occurs on or prior to before June 30, 20102007, (iiB) 54,000 shares the 18-month anniversary of Common Stock his termination if his termination occurs between July 1, 2007 and June 30, 2008, and (C) the 24-month anniversary of his termination if his termination occurs on or after July 1, 20102008, in each case payable at the same times as paid under Section 3.1, and (v) health and medical benefits as required by Section 3.3 of this Agreement during the same period that amounts equal to Base Compensation are due under Section 4.6(c)(iv); provided, however, if Executive, Executive’s spouse or Executive’s dependents are ineligible to participate in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for coverage reasonably comparable to that previously provided under Section 3.3, and on further provided that such benefits shall become secondary to primary coverage upon the date or prior to June 30dates Executive receives coverage and benefits which are substantially similar, 2011taken as a whole, and (iii) 72,000 shares if termination occurs on without waiting period or after July 1pre-existing condition limitations, 2011, and on or prior to June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical plans and dental benefits, and to accelerate vesting of the Stock Option and Restricted Stock Award as described above are expressly conditioned on (i) Executive’s execution, within 30 days following termination of Executive’s employment, programs of a release subsequent employer. (d) If this Agreement is terminated in the form attached to ordinary course on any applicable June 30 because of a non-renewal notice given by the Company under Section 2.1, then Company shall have no further obligations under this Agreement as Appendix 6.2, with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims except that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. Corporation’s obligation to provide medical and dental insurance benefits Company shall pay to Executive will terminate if the same payments as to which the Executive breaches a provision of Section 3.would be entitled under Section