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

Termination without Cause or by the Executive for Good Reason. During the Term of Employment, the Company may terminate the Executive’s employment without Cause (other than due to Disability), and the Executive may terminate his employment for Good Reason, in each case, by providing the other party with a Notice of Termination at least 30 days in advance of such termination; provided, however, that a termination by the Executive shall not be deemed to be for Good Reason unless the Executive provides such notice no later than 90 days following the occurrence of the event(s) alleged to constitute Good Reason and the Company shall have failed to cure such event(s) within 30 days after its receipt of such Notice of Termination. In the event of the Executive’s termination of employment by the Company without Cause (and other than due to Disability) or by the Executive for Good Reason, in either case, during the Term of Employment, the Executive shall be entitled to receive the payments and benefits set forth in clauses (i) and (ii) of Section 5.1 above. In addition, upon such a termination and conditioned upon the Executive’s execution of a general release of claims and covenant not to xxx in a form reasonably acceptable to the Board, such that such release is effective, with all revocation periods having expired unexercised, within 60 days after the date of such termination, the Executive shall be entitled to receive: (a) if such termination occurs prior to, or following the two-year anniversary of, a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to 12 months of Base Salary (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid in equal bi-monthly installments over the 12 month period following such termination (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such 18 month period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination; or (b) if such termination occurs within two years after a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to the sum of (A) 24 months of Base Salary (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”) and (B) two times Executive’s annual target bonus opportunity (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid in a single lump sum on the 60th day following such termination if the Change in Control constitutes a change in ownership or effective control or a sale of substantially all of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Code, or in equal bi-monthly installments over the 12 month period following such termination if such Change in Control does not constitute such an event (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such continuation period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination. (c) Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause and, within a reasonable time period thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause, the Executive’s employment will be deemed to have been terminated for Cause.

Termination without Cause or by the Executive for Good Reason. During the Term of Employment, If the Company may terminate terminates the Executive’s employment without Cause (for any reason other than due “for Cause,” or if the Executive terminates his employment with the Company for “Good Reason” (as defined below in clause (d) and subject to Disabilitythe Company’s right to cure as also provided in such clause (d)), then provided that Executive signs a release of any employment related claims in a form provided by the Company within the later of 30 days after the date of termination or receipt of such release, and the Executive may terminate his employment for Good Reasonrelease becoming effective and irrevocable in accordance with its terms, in each case, by providing the other party with a Notice of Termination at least 30 days in advance of such termination; provided, however, that a termination by the Executive shall not be deemed to be for Good Reason unless the Executive provides such notice no later than 90 days following the occurrence of the event(sthen (i) alleged to constitute Good Reason and the Company shall have failed continue to cure pay, or cause to be paid, to the Executive his Base Salary for the six month period commencing on the date of termination (such event(s) period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within 30 the first 40 calendar days after its receipt the date of such Notice termination being paid in a lump sum (without interest) on the 40th day after the date of Termination. In termination and the event remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination, and (ii) the Company shall pay to Executive a pro-rated Division Bonus and New Content Bonus earned up until the date of termination; and a portion of the Executive’s Segment Bonus equal to (x) 33% of the Segment Bonus that would have been earned for the Performance Bonus Period if the termination occurs after December 25, 2012, (y) 66% of employment by the Company without Cause Segment Bonus that would have been earned for the Performance Bonus Period if the termination occurs after March 25, 2013, and (and other than due to Disabilityz) or by 100% of the Executive Segment Bonus that would have been earned for Good Reasonthe Performance Bonus Period if the termination occurs after June 25, in either case2013, during the Term of Employment, the Executive which pro-rated bonuses shall be entitled to receive paid on the payments and benefits set forth in 40th day after the date of termination (clauses (ic)(i) and (ii) of Section 5.1 above. In addition, upon such a termination and conditioned upon the Executive’s execution of a general release of claims and covenant not to xxx in a form reasonably acceptable to the Board, such that such release is effective, with all revocation periods having expired unexercised, within 60 days after the date of such terminationare collectively, the Executive “Severance Payment”). Such Severance Payment shall be entitled the sole and exclusive contractual remedy (specifically including all other claims to receive: unearned compensation (aof whatever sort) if such termination occurs prior to, or following the two-year anniversary of, a Change in Control: (iarising from Section 3 of this Agreement) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to 12 months of Base Salary (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid in equal bi-monthly installments over the 12 month period following such termination (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such 18 month period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted available to the Executive pursuant related to the terms termination. However nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination; or (b) if such termination occurs within two years after a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to the sum of (A) 24 months of Base Salary (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”) and (B) two times Executive’s annual target bonus opportunity (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid in a single lump sum on the 60th day following such termination if the Change in Control constitutes a change in ownership or effective control or a sale of substantially all of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Code, or in equal bi-monthly installments over the 12 month period following such termination if such Change in Control does not constitute such an event (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such continuation period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a terminationEffective Date. (c) Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause and, within a reasonable time period thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause, the Executive’s employment will be deemed to have been terminated for Cause.

Termination without Cause or by the Executive for Good Reason. During the Term of Employment, the Company may terminate If the Executive’s 's employment without Cause (other than due to Disability), and is terminated after the Executive may terminate his employment for Good Reason, in each caseClosing Date, by providing the other party with a Notice of Termination at least 30 days in advance of such termination; provided, however, that a termination by the Executive shall not be deemed to be for Good Reason unless the Executive provides such notice no later than 90 days following the occurrence of the event(s) alleged to constitute Good Reason and the Company shall have failed to cure such event(s) within 30 days after its receipt of such Notice of Termination. In the event reason of the Executive’s 's termination of employment by the Company without Cause (and other than due to by reason of death or Disability) or by the Executive for Good Reason, in either case, during the Term of Employment, the Executive this Agreement shall be entitled terminate without further obligations to receive the payments and benefits set forth in clauses (i) and (ii) of Section 5.1 above. In addition, upon such a termination and conditioned upon the Executive’s execution of a general release of claims and covenant not to xxx in a form reasonably acceptable to the Board, such that such release is effectiveunder this Agreement, with all revocation periods having expired unexercised, within 60 days after the date of such termination, the Executive shall be entitled to receiveother than for payment of: (a) if such termination occurs prior to, or following the two-year anniversary of, a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to 12 months of Executive's Annual Base Salary (as through the end of the month in effect immediately prior which the Date of Termination occurs, to such termination but without regard to any event that constitutes “Good Reason”)the extent not theretofore paid, paid in equal bi-monthly installments over the 12 month period following such termination (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum within thirty (30) days of Executive's Date of Termination; (ii) a pro rata portion of any target Annual Bonus for the fiscal year in which the Date of Termination occurs, based on 365 days, to the first payroll date coincident with or next following the 60th day after such terminationextent not theretofore paid, with the remaining payments to shall be made as if no such delay had occurred); and paid in a lump sum within thirty (30) days of Executive's Date of Termination; (iii) payment by the Retention Bonus, if not previously paid shall be paid in a lump sum within thirty (30) days of Executive's Date of Termination; (iv) beginning on the last day of the month in which the Date of Termination occurs and ending after the greater of (A) the number of months remaining after the Date of Termination until the end of the Employment Period or (B) thirty-six (36) months, the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the shall pay Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such 18 month period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination; or (b) if such termination occurs within two years after a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to the sum of (AX) 24 months of plus (Y), divided by twelve. For this purpose, (X) equals the Executive's Annual Base Salary (as in effect immediately prior on the Date of Termination, and (Y) equals the average of the Annual Bonuses paid to such termination but without regard to any event that constitutes “Good Reason”Executive in the preceding three years; (v) from the Date of Termination and for the greater of (A) the number of months remaining after the Date of Termination until the end of the Employment Period or (B) two times thirty-six (36) months thereafter, the Company shall continue welfare benefits to Executive and/or Executive’s annual target bonus opportunity (as 's family that are at least equal, on an after-tax basis, to those which would have been provided to them in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid accordance with the Employee Benefit Plans described in a single lump sum on the 60th day following such termination if the Change in Control constitutes a change in ownership or effective control or a sale of substantially all of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v3(b)(iv) of the Code, or in equal bi-monthly installments over the 12 month period following such termination this Agreement if such Change in Control does Executive's employment had not constitute such an event (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 monthsterminated; provided, thathowever, that if the Executive and/or his becomes re-employed with another employer and is eligible dependants become eligible for comparable coverage and to receive medical or other welfare benefits under an employer-another employer provided health plan, the medical and other welfare benefits described herein shall be secondary to those available to Executive under such other plan prior during such applicable period of eligibility; (vi) to the expiration of such continuation periodextent not theretofore paid or provided, the Company’s payment obligation with respect Company shall timely pay or provide to health care continuation premiums covering such person(sExecutive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive as Other Benefits; (vii) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive each stock option and his eligible dependants with coverage under its health plans any other stock-based award outstanding immediately prior to the date Date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to Termination shall be governed by the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination.under which it was granted; and (cviii) Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause and, within a reasonable time period thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause, the Executive’s employment will be deemed to have been terminated for Causeretirement benefits as set forth in Section 3(b)(ix).

Termination without Cause or by the Executive for Good Reason. During Upon 30 days prior written notice to the Term of EmploymentExecutive, the Company may terminate the Executive’s employment without Cause (hereunder for any reason other than due “for Cause”. Upon 30 days prior written notice to Disability)the Company, and the Executive may terminate his employment hereunder with the Company for “Good Reason” (as defined below in (e) and subject to the Company’s right to cure as also provided in (e)). In either such event, the following terms and conditions shall apply: (i) except as provided for in each casesubsections (v), by providing (vi), (vii) and (viii) below, Executive shall receive four (4) months of his Base Salary paid in accordance with the other party with a Notice Company’s standard payroll practices; (ii) if Executive is terminated before the first anniversary date of Termination at least 30 the Term, one-third of his Restricted Stock shall vest immediately; (iii) if Executive is terminated after the first anniversary date of the Term but before the second anniversary date of the term, one-third of his Restricted Stock that was scheduled to vest on the second anniversary date of the Term shall vest immediately; (iv) if Executive is terminated after the second anniversary date of the Term but before the third anniversary date of the term, one-third of his Restricted Stock that was scheduled to vest on the third anniversary date of the Term shall vest immediately; (v) if the Company replaces the Chief Executive Officer during the Initial Term and Executive is terminated within ninety (90) days in advance of such termination; providedcommencement of the new Chief Executive Officer’s term, however, that a termination by the Executive shall not be deemed entitled to be for Good Reason unless any Base Salary (other than accrued but unpaid Base Salary) but all Restricted Stock, and any other equity awards in the form of Restricted Stock or stock options granted to the executive, not yet vested shall vest immediately; (vi) if the Company replaces the Chief Executive provides such notice no later than 90 days following Officer after the occurrence Initial Term but prior to the third anniversary of the event(sEffective Date and Executive is terminated within ninety (90) alleged to constitute Good Reason and the Company shall have failed to cure such event(s) within 30 days after its receipt of such Notice of Termination. In the event commencement of the Executivenew Chief Executive Officer’s termination of employment by the Company without Cause (and other than due to Disability) or by the Executive for Good Reasonterm, in either case, during the Term of Employment, the Executive shall be entitled to receive four (4) months Base Salary and all Restricted Stock, and any other equity awards in the payments form of Restricted Stock or stock options granted to the executive, not yet vested shall vest immediately; (vii) if the Company is sold during the Initial Term and benefits set forth Executive is terminated within one-hundred and eighty (180) days of the “Sale,” all Restricted Stock, and any other equity awards in clauses (i) and (ii) the form of Section 5.1 above. In addition, upon such a termination and conditioned upon Restricted Stock or stock options granted to the Executive’s execution of a general release of claims and covenant , not to xxx in a form reasonably acceptable yet vested shall vest immediately; (viii) if the Company is sold during after the Initial Term but prior to the Board, such that such release third anniversary of the Effective Date and Executive is effective, with all revocation periods having expired unexercised, terminated within 60 one-hundred and eighty (180) days after of the date of such termination, the “Sale,” Executive shall be entitled to receive: four (a4) if such termination occurs prior to, or following the two-year anniversary of, a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to 12 months of Base Salary and all Restricted Stock, and any other equity awards in the form of Restricted Stock or stock options granted to the executive, not yet vested shall vest immediately. For purposes sections (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”vii) and (viii), paid in equal bi-monthly installments over the 12 month period following such termination (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by “Sale” of the Company shall mean any sale or merger of the Executive’s (and his eligible dependants’) COBRA premiums for a period Company in which the shareholders of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan Company just prior to the expiration sale or merger sell more than fifty-percent (50%) of such 18 month periodthe outstanding shares of common stock of the Company or substantially all of the assets of the Company are sold, with “substantially all” meaning any transaction that would reduce the Company’s gross revenues of the Company by more than fifty-percent (50%) to an unrelated third-party in an arms-length negotiated transaction for fair value. To the extent required by Section 409A of the Internal Revenue Code, any lump sum payment obligation with respect payable to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation Executive under this section shall be limited to made on the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to date that is six months following the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination; or (b) if such termination occurs within two years after a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to the sum of (A) 24 months of Base Salary (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”) and (B) two times Executive’s annual target bonus opportunity (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid in a single lump sum on the 60th day following such termination if the Change in Control constitutes a change in ownership or effective control or a sale of substantially all of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Code, or in equal bi-monthly installments over the 12 month period following such termination if such Change in Control does not constitute such an event (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such continuation period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination. (c) Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause and, within a reasonable time period soon as administratively practicable thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause, the Executive’s employment will be deemed to have been terminated for Causebut in no event later than 90 days thereafter.

Termination without Cause or by the Executive for Good Reason. During the Term of Employment, If the Company may terminate terminates the Executive’s employment without Cause (for any reason other than due “for Cause,” or if the Executive terminates his employment with the Company for "Good Reason" (as defined below in clause (e) and subject to Disabilitythe Company's right to cure as also provided in such clause (e)), and the then provided that Executive may terminate his employment for Good Reason, in each case, by providing the other party with signs a Notice of Termination at least 30 days in advance of such termination; provided, however, that a termination by the Executive shall not be deemed to be for Good Reason unless the Executive provides such notice no later than 90 days following the occurrence of the event(s) alleged to constitute Good Reason and the Company shall have failed to cure such event(s) within 30 days after its receipt of such Notice of Termination. In the event of the Executive’s termination of employment by the Company without Cause (and other than due to Disability) or by the Executive for Good Reason, in either case, during the Term of Employment, the Executive shall be entitled to receive the payments and benefits set forth in clauses (i) and (ii) of Section 5.1 above. In addition, upon such a termination and conditioned upon the Executive’s execution of a general release of claims and covenant not to xxx in a form reasonably acceptable to provided by the Board, such that such release is effective, with all revocation periods having expired unexercisedCompany, within 60 30 days after the date of such termination, and the Executive shall be entitled to receive: (a) if such termination occurs prior torelease becomes effective and irrevocable in accordance with its terms, or following the two-year anniversary of, a Change in Control: then (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal Company shall continue to 12 months of pay, or cause to be paid, to the Executive his Base Salary for the twelve month period commencing on the date of termination (as in effect immediately prior to such termination but without regard to any event that constitutes period, the “Good ReasonSeverance Period”), paid payable over the Severance Period in equal bisemi-monthly or other installments over (not less frequently than monthly), with the 12 month period following such installments that otherwise would be paid within the first 40 calendar days after the date of termination (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and being paid in a lump sum (without interest) on the first payroll date coincident with or next following the 60th 40th day after such the date of termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination, with the remaining payments to be made as if no such delay had occurred); and (iiiii) payment by the Company of the Executive’s equity grants pursuant to Section 3(c) (including any related Transaction Bonus Opportunity), Section 3(d), Section 3(e) and his eligible dependants’Section 3(g) COBRA premiums shall vest in full, to the extent such grants have not already vested, and shall be paid in accordance with the terms, and subject to the conditions, of the applicable grant letter (collective, the Severance Payment”). Such Severance Payment together with claims for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage earned but unpaid compensation and benefits under an employer-provided health plan prior to the expiration of such 18 month period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited the sole and exclusive contractual remedy (specifically including all claims to the monthly cost unearned compensation (of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date whatever sort) arising from Section 3 of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted this Agreement) available to the Executive pursuant related to the terms termination. However nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination; orEffective Date. (b) if such termination occurs within two years after a Change in Control: (i) the payment described in clause (iii) of C. Section 5.1 hereof; (ii) an amount equal to the sum of (A) 24 months of Base Salary (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”) and (B) two times Executive’s annual target bonus opportunity (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid in a single lump sum on the 60th day following such termination if the Change in Control constitutes a change in ownership or effective control or a sale of substantially all of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v6(e) of the Code, or Agreement is deleted in equal bi-monthly installments over the 12 month period following such termination if such Change in Control does not constitute such an event (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld its entirety and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, replaced with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such continuation period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination. (c) Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause and, within a reasonable time period thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause, the Executive’s employment will be deemed to have been terminated for Cause.following:

Termination without Cause or by the Executive for Good Reason. During the Term of Employment, If the Company may terminate terminates the Executive’s employment without Cause (for any reason other than due “for Cause,” or if the Executive terminates his employment with the Company for “Good Reason” (as defined below in clause (e) and subject to Disabilitythe Company’s right to cure as also provided in such clause (e)), and the then provided that Executive may terminate his employment for Good Reason, in each case, by providing the other party with signs a Notice of Termination at least 30 days in advance of such termination; provided, however, that a termination by the Executive shall not be deemed to be for Good Reason unless the Executive provides such notice no later than 90 days following the occurrence of the event(s) alleged to constitute Good Reason and the Company shall have failed to cure such event(s) within 30 days after its receipt of such Notice of Termination. In the event of the Executive’s termination of employment by the Company without Cause (and other than due to Disability) or by the Executive for Good Reason, in either case, during the Term of Employment, the Executive shall be entitled to receive the payments and benefits set forth in clauses (i) and (ii) of Section 5.1 above. In addition, upon such a termination and conditioned upon the Executive’s execution of a general release of claims and covenant not to xxx in a form reasonably acceptable to provided by the Board, such that such release is effective, with all revocation periods having expired unexercisedCompany, within 60 30 days after the date of such termination, and the Executive shall be entitled to receive: (a) if such termination occurs prior torelease becomes effective and irrevocable in accordance with its terms, or following the two-year anniversary of, a Change in Control: then (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal Company shall continue to 12 months of pay, or cause to be paid, to the Executive his Base Salary for the six month period commencing on the date of termination (as in effect immediately prior to such termination but without regard to any event that constitutes period, the “Good ReasonSeverance Period”), paid payable over the Severance Period in equal bisemi-monthly or other installments over (not less frequently than monthly), with the 12 month period following such installments that otherwise would be paid within the first 40 calendar days after the date of termination (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and being paid in a lump sum (without interest) on the first payroll date coincident with or next following the 60th 40th day after such the date of termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination, with the remaining payments to be made as if no such delay had occurred); and (iiiii) payment by the Company of the Executive’s equity grants pursuant to Section 3(c) (including any related Transaction Bonus Opportunity), Section 3(d) and his eligible dependants’Section 3(e) COBRA premiums shall vest in full, to the extent such grants have not already vested, and shall be paid in accordance with the terms, and subject to the conditions, of the applicable grant letter (collective, the Severance Payment”). Such Severance Payment together with claims for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage earned but unpaid compensation and benefits under an employer-provided health plan prior to the expiration of such 18 month period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited the sole and exclusive contractual remedy (specifically including all claims to the monthly cost unearned compensation (of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date whatever sort) arising from Section 3 of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted this Agreement) available to the Executive pursuant related to the terms termination. However nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a termination; or (b) if such termination occurs within two years after a Change in Control: (i) the payment described in clause (iii) of Section 5.1 hereof; (ii) an amount equal to the sum of (A) 24 months of Base Salary (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”) and (B) two times Executive’s annual target bonus opportunity (as in effect immediately prior to such termination but without regard to any event that constitutes “Good Reason”), paid in a single lump sum on the 60th day following such termination if the Change in Control constitutes a change in ownership or effective control or a sale of substantially all of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Code, or in equal bi-monthly installments over the 12 month period following such termination if such Change in Control does not constitute such an event (provided that any such amounts that would have otherwise been paid during the 60 day period following such termination shall be withheld and paid in a lump sum on the first payroll date coincident with or next following the 60th day after such termination, with the remaining payments to be made as if no such delay had occurred); and (iii) payment by the Company of the Executive’s (and his eligible dependants’) COBRA premiums for a period of 18 months; provided, that, if the Executive and/or his eligible dependants become eligible for comparable coverage and benefits under an employer-provided health plan prior to the expiration of such continuation period, the Company’s payment obligation with respect to health care continuation premiums covering such person(s) shall terminate; provided further, that, the Company’s payment obligation shall be limited to the monthly cost of providing the Executive and his eligible dependants with coverage under its health plans immediately prior to the date of the Executive’s termination of employment. In addition to such benefits, all outstanding and unvested restricted stock awards granted to the Executive pursuant to the terms of the Company’s annual incentive plan in respect of an earned bonus shall immediately become fully vested upon such a terminationEffective Date. (c) Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause and, within a reasonable time period thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause, the Executive’s employment will be deemed to have been terminated for Cause.