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

Termination Without Cause or Good Reason. The Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall mean the Executive’s decision to terminate his employment under this Agreement for any reason or no reason at all; provided, however, that the Executive shall not have the right to so terminate his employment if the Company has provided a notice of termination of the Executive pursuant to Section 6.1 or 6.2 unless the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise to the delivery of the notice of termination by the Company. In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2, neither party shall have any rights or obligations under Article 2 (except for Section 2.3), Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, the Company shall pay to the Executive (a) an amount equal to twelve (12) months of the Executive’s Base Salary in effect at the time of termination plus the Bonus (at the Target level) and shall continue to provide all benefits in accordance with Section 4 for a period of twelve (12) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve (12) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire year, and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) and Article 5 (subject, in each case, to Section 3.3), and, provided further, that the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit A). Notwithstanding the foregoing, in the event the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Agreement during the Term, and the Executive shall not be entitled to any additional amounts in consideration for such services.

Termination Without Cause or Good Reason. The Subject to Section 6.4, the Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall also mean the Executive’s decision to terminate his employment under this Agreement for by reason of any reason act, decision or no reason at all; providedomission by the Company or the Board that: (A) materially modifies, howeverreduces, that changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, duties, rights, and privileges as, or commensurate with the Executive’s position as the Executive shall not have the right to so terminate his employment if Vice President and Chief Financial Officer of the Company has provided a notice as described in Section 2.1 hereof; (B) relocates the Executive without his consent from the Company’s offices located at 00000 XxxXxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx, 00000-0000 to any other location in excess of termination fifty (50) miles beyond the geographic limits of Irvine, California; (C) deprives the Executive of his titles and positions of Executive Vice President and Chief Financial Officer of the Executive pursuant Company; or (D) involves or results in any failure by the Company to Section 6.1 or 6.2 unless comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise to the delivery of the notice of termination by the Company(each a “Good Reason”). In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2, neither party shall have any rights or obligations under Article 2 (except for Section 2.3)2, Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, the Company shall pay to the Executive (a) an amount equal to twelve (12) months of the Executive’s Base Salary in effect at the time of termination plus the Bonus (at the Target level) and shall continue to provide all benefits in accordance with Section 4 for a period of twelve (12) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve (12) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire year, and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) and Article 5 (subject, in each case, to Section 3.3), and, provided further, that and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit A). Notwithstanding the foregoing, in the event the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Agreement during the Term, and the Executive shall not be entitled to any additional amounts in consideration for such services.

Termination Without Cause or Good Reason. The Company shall have the right, at any time in its sole and subjective discretion, to terminate If the Executive’s employment under this Agreement without by the Company is terminated by the Company other than for Cause upon not less or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereof: (i) the Accrued Benefits; (ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, paid monthly for a period of six (6) months following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days prior written notice to consider the Executive. The release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive shall have the right at any time, in his sole and subjective discretion, is entitled to terminate his employment under this Agreement without reason upon not less more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior written notice thereto; (iv) subject to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth continued compliance with the obligations in Section 6.1Sections 8, or no reason at all9 and 10 hereof, during the portion of the Severance Period during which the Executive and termination “without reason” shall mean the Executive’s decision to terminate his employment under this Agreement eligible dependents are eligible for any reason or no reason at all; providedCOBRA coverage, however, that reimbursement for the Executive shall not have the right to so terminate his employment if the Company has provided a notice of termination of the Executive pursuant to Section 6.1 or 6.2 unless the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise to the delivery of the notice of termination by the Company. In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2, neither party shall have any rights or obligations under Article 2 (except for Section 2.3), Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, the Company shall pay to the Executive (a) an amount equal to twelve (12) months of the Executive’s Base Salary in effect at eligible dependents for their COBRA premiums for coverage under the time of termination plus the Bonus (at the Target level) Company’s medical, dental, vision and shall continue to provide all benefits in accordance with Section 4 for a period of twelve (12) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent prescription drug plans; provided that, during such twelve (12) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire year, and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) and Article 5 (subject, in each case, to Section 3.3), and, provided further, that the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit A). Notwithstanding the foregoing, in the event that the Executive terminates his obtains other employment with that offers group health benefits, such reimbursement by the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in payment lieu of any termination or severance payments or benefits for the services rendered by which the Executive pursuant to this Agreement during may be eligible under any of the Termplans, and policies or programs of any member of the Executive shall not be entitled to Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any additional amounts in consideration for such services.similar state statute or regulation. (d)

Termination Without Cause or Good Reason. The Subject to Section 6.4, the Board acting for the Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall also mean the Executive’s decision to terminate his employment under this Agreement for (and he hereby has such right) by reason of any reason act, decision or no reason at allomission by the Company or the Board that: (A) materially and adversely modifies, reduces, changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, duties, rights, and privileges as, or commensurate with the Executive’s position as the President and Chief Executive Officer of the Company as described in Section 2.1; provided, however, that (B) relocates the Executive shall not have without his consent from the right Company’s offices located at 00000 XxxXxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx, 00000-0000 to so terminate any other location in excess of fifty (50) miles beyond the geographic limits of Irvine, California; (C) deprives the Executive of his employment titles and positions of President and Chief Executive Officer; (D) if prior to the expiration of the Term results in the Company has provided proffering a new employment agreement to the Executive in order to extend the Term and the terms and conditions of such agreement (i) as they relate to the Executive’s salary, bonus opportunity and benefits (assuming the Executive qualifies for such benefits) are not at least as favorable in all material respects to the Executive as the most favorable salary, bonus opportunity and benefits payable to the Executive in any year during the Term or (ii) materially and adversely change the Executive’s authority, functions, services, duties, rights and privileges as, or commensurate with the Executive’s position as the President and Chief Executive Officer as set forth in this Agreement; (E) results in the Executive not being elected to the Board as a Class II Director upon the Commencement Date and/or not being nominated by the Board to stand for election as a Class II Director at the 2006 annual meeting of the Company; (F) results in the Company not maintaining during the Term at least $20 million of liability insurance coverage for directors and officers unless the failure to obtain such insurance is unquestionably a result of any fact or circumstance relating to the Company occurring solely during the Term that is not caused by or results from a fact or circumstance occurring prior to the Commencement Date; or (G) involves or results in any material and adverse failure by the Company to comply with any material provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (each a “Good Reason”). Notwithstanding anything herein, the Executive must give the Company notice of termination of the Executive pursuant to Section 6.1 or 6.2 unless the Executive has cured, in accordance with Section 6.1, those acts or omissions condition that gave gives rise to the delivery Good Reason within sixty (60) days of the notice occurrence of termination by the Companycondition, and the Company must have at least thirty (30) days to remedy the condition. In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2below, neither party shall have any rights or obligations under Article 2 (except for Section 2.3)1, Article 2, Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, that the Company shall pay to the Executive (a) an amount equal to twelve twenty four (1224) months of the Executive’s Base Salary in effect at (determined as the time of termination Executive’s highest annual Base Salary during the Term prior to such termination) plus two times the Bonus (at one hundred percent (100%) of the Target levelExecutive’s highest annual Base Salary during the Term prior to such termination) and shall continue to provide all benefits that were non-taxable while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Section Article 4 at the time they would have been paid had the Executive remained an employee for a period of twelve twenty four (1224) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve twenty four (1224) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs (and if so provided the minimum required Bonus for such year pursuant to Section 3.2) prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire yearyear in accordance with Section 3.2), and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) Section 4.2 and Article 5 (subject, in each case, to Section 3.3), and, provided further, that and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The Executive shall inform the Company of any other benefits the Executive is receiving where the Company would have a right to reduce the benefits it is providing to the Executive. After the provision of the benefits during the two year period following such termination as described above, the Executive will be entitled to COBRA rights as provided by applicable law. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed and delivered to the Company (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit AB). Notwithstanding the foregoing, in the event the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Agreement during the Term, and the Executive shall not be entitled to any additional amounts in consideration for such services.”

Termination Without Cause or Good Reason. The Subject to Section 6.4, the Board acting for the Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment Employment under this Modified Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination Termination without Cause” shall mean the termination by the Company of the Executive’s employment Employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall also mean the Executive’s decision to terminate his employment Employment under this Modified Agreement for (and he hereby has such right) by reason of any reason act, decision or no reason at allomission by the Company or the Board that: (A) materially modifies, reduces, changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, rights, and privileges as, or commensurate with the Executive’s position as the Employee of the Company as described in Section 2.1; provided, however, that (B) relocates the Executive without his consent from certain of the Company’s offices located at or near 0000 XX 00xx Xxxxxx, Xxxxx, XX 00000 to any other location in excess of twenty-five (25) miles beyond the geographic limits of Ocala, FL; (C) deprives the Executive of his titles and positions of Employee except by promotion or increase to higher office that he shall not have accept; (D) if prior to the right to so terminate his employment if expiration of the Term results in the Company has provided proffering a notice of termination of new employment agreement to the Executive pursuant in order to Section 6.1 or 6.2 unless extend the Term and the terms and conditions of such agreement (i) as they relate to the Executive’s salary, bonus opportunity and benefits (assuming the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise qualifies for such benefits) are not at least as favorable to the delivery of Executive as the notice of termination most favorable salary, bonus opportunity and benefits payable to the Executive in any year during the Term or (ii) change the Executive’s authority, functions, services, rights and privileges as, or commensurate with the Executive’s position as the Employee as set forth in this Modified Agreement; or (E) involves or results in any failure by the CompanyCompany to comply with any provision of this Modified Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (each a “Good Reason”). In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2below, neither party Party shall have any rights or obligations under Article 2 (except for Section 2.3)1, Article 2, Sections 3.1 and 3.23.1, or Articles 4 and 5; provided, however, that, subject to Section 3.5, that the Company shall pay to the Executive (a) an amount equal to twelve five (125) months of times the Executive’s Base Annual Salary in effect at (determined as the time of termination plus Executive’s highest Annual Salary during the Bonus (at the Target levelTerm prior to such termination) and shall continue to provide all benefits that were made available to Executive while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Section Articles 3, 4 and 5 at the time they would have been paid had the Executive remained an employee for a period of twelve twenty four (1224) months after the effective date of the termination (subject in each case to Section 3.33.2), except that the Company shall not be required to provide such benefits to the extent that, during such twelve twenty four (1224) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire yearArticles 3, 4, and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) and Article 5 (subject, in each case, to Section 3.33.2), and, provided further, that and the remaining provisions of this Modified Agreement shall remain in full force and effect in accordance with their terms. The amounts and Executive shall inform the Company of any other benefits required by clause (a) above shall be provided only if the Executive has executed (and not revoked) is receiving where the Company would have a release in favor right to reduce the benefits it is providing to the Executive. After the provision of the Company (which release shall be substantially in benefits during the form attached two-year period following such termination as Exhibit A). Notwithstanding the foregoingdescribed above, in the event the Executive terminates his employment with the Company prior will be entitled to December 31, 2006, neither party shall have any COBRA or Medicare rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their termsprovided by applicable law. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Modified Agreement during the Term, and the Executive shall not be entitled to any additional amounts in consideration for such services.

Termination Without Cause or Good Reason. The Subject to Section 6.4, the Board acting for the Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall also mean the Executive’s decision to terminate his employment under this Agreement for (and he hereby has such right) by reason of any reason act, decision or no reason at allomission by the Company or the Board that: (A) materially modifies, reduces, changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, duties, rights, and privileges as, or commensurate with the Executive’s position as the President and Chief Executive Officer of the Company as described in Section 2.1; provided, however, that (B) relocates the Executive shall not have without his consent from the right Company’s offices located at 00000 XxxXxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx, 00000-0000 to so terminate any other location in excess of fifty (50) miles beyond the geographic limits of Irvine, California; (C) deprives the Executive of his employment titles and positions of President and Chief Executive Officer; (D) if prior to the expiration of the Term results in the Company has provided proffering a notice new employment agreement to the Executive in order to extend the Term and the terms and conditions of termination such agreement (i) as they relate to the Executive’s salary, bonus opportunity and benefits (assuming the Executive qualifies for such benefits) are not at least as favorable to the Executive as the most favorable salary, bonus opportunity and benefits payable to the Executive in any year during the Term or (ii) change the Executive’s authority, functions, services, duties, rights and privileges as, or commensurate with the Executive’s position as the President and Chief Executive Officer as set forth in this Agreement; (E) results in the Executive not being elected to the Board as a Class II Director upon the Commencement Date and/or not being nominated by the Board to stand for election as a Class II Director at the 2006 annual meeting of the Executive pursuant to Section 6.1 or 6.2 Company; (F) results in the Company not maintaining during the Term at least $20 million of liability insurance coverage for directors and officers unless the Executive has cured, in accordance with Section 6.1, those acts failure to obtain such insurance is unquestionably a result of any fact or omissions that gave rise circumstance relating to the delivery of Company occurring solely during the notice of termination Term that is not caused by or results from a fact or circumstance occurring prior to the Commencement Date; or (G) involves or results in any failure by the CompanyCompany to comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (each a “Good Reason”). In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2below, neither party shall have any rights or obligations under Article 2 (except for Section 2.3)1, Article 2, Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, that the Company shall pay to the Executive (a) an amount equal to twelve twenty four (1224) months of the Executive’s Base Salary in effect at (determined as the time of termination Executive’s highest annual Base Salary during the Term prior to such termination) plus two times the Bonus (at one hundred percent (100%) of the Target levelExecutive’s highest annual Base Salary during the Term prior to such termination) and shall continue to provide all benefits that were non-taxable while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Section Article 4 at the time they would have been paid had the Executive remained an employee for a period of twelve twenty four (1224) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve twenty four (1224) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs (and if so provided the minimum required Bonus for such year pursuant to Section 3.2) prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire yearyear in accordance with Section 3.2), and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) Section 4.2 and Article 5 (subject, in each case, to Section 3.3), and, provided further, that and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The Executive shall inform the Company of any other benefits the Executive is receiving where the Company would have a right to reduce the benefits it is providing to the Executive. After the provision of the benefits during the two year period following such termination as described above, the Executive will be entitled to COBRA rights as provided by applicable law. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed and delivered to the Company (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit AB). Notwithstanding the foregoing, in the event the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Agreement during the Term, and the Executive shall not be entitled to any additional amounts in consideration for such services.

Termination Without Cause or Good Reason. The Subject to Section 6.4, the Board acting for the Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination Termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall also mean the Executive’s decision to terminate his employment under this Agreement for (and he hereby has such right) by reason of any reason act, decision or no reason at allomission by the Company or the Board that: (A) materially modifies, reduces, changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, duties, rights, and privileges as, or commensurate with the Executive’s position as the Chief Executive Officer of the Company as described in Section 2.1; provided, however, that (B) relocates the Executive shall not have without his consent from certain of the right Company’s offices located at or near 0000 XX 00xx Xxxxxx, Xxxxx, XX 00000 to so terminate any other location in excess of twenty-five (25) miles beyond the geographic limits of Ocala, FL; (C) deprives the Executive of his employment titles and positions of Chief Executive Officer except by promotion or increase to higher office; (D) if prior to the expiration of the Term results in the Company has provided proffering a notice of termination of new employment agreement to the Executive pursuant in order to Section 6.1 or 6.2 unless extend the Term and the terms and conditions of such agreement (i) as they relate to the Executive’s salary, bonus opportunity and benefits (assuming the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise qualifies for such benefits) are not at least as favorable to the delivery of Executive as the notice of termination most favorable salary, bonus opportunity and benefits payable to the Executive in any year during the Term or (ii) change the Executive’s authority, functions, services, duties, rights and privileges as, or commensurate with the Executive’s position as the Chief Executive Officer as set forth in this Agreement; or (E) involves or results in any failure by the CompanyCompany to comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (each a “Good Reason”). In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2below, neither party shall have any rights or obligations under Article 2 (except for Section 2.3)1, Article 2, Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, that the Company shall pay to the Executive (a) an amount equal to twelve five (125) months of times the Executive’s Base Salary in effect at (determined as the time of termination Executive’s highest annual Base Salary during the Term prior to such termination) plus five (5) times the Annual Bonus (at thirty five percent (35%) of the Target levelExecutive’s highest annual Base Salary during the Term prior to such termination) and shall continue to provide all benefits that were made available to Executive while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Section Article 4 at the time they would have been paid had the Executive remained an employee for a period of twelve twenty four (1224) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve twenty four (1224) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and Section 3.1, Section 3.2 (including a an Annual Bonus for the year in which the termination occurs (and if so provided the minimum required Annual Bonus for such year pursuant to Section 3.2) prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire yearyear in accordance with Section 3.2), and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) Section 4.2 and Article 5 (subject, in each case, to Section 3.3), and, provided further, that and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The Executive shall inform the Company of any other benefits the Executive is receiving where the Company would have a right to reduce the benefits it is providing to the Executive. After the provision of the benefits during the two-year period following such termination as described above, the Executive will be entitled to COBRA or Medicare rights as provided by applicable law. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed and delivered to the Company (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit A). Notwithstanding the foregoing, in the event the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Agreement during the Term, and the Executive shall not be entitled to any additional amounts in consideration for such services.

Termination Without Cause or Good Reason. The If, during the term of this Agreement, the Company shall have the right, at any time in its sole and subjective discretion, to terminate terminates the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s 's employment for any reason other than those expressly set forth for Cause (as defined in Section 6.1, 5(c) of this Agreement) or no reason at all, and termination “without reason” shall mean the Executive’s decision to terminate Executive terminates his employment under this Agreement for any reason or no reason at all; provided, however, that the Executive shall not have the right to so terminate his employment if the Company has provided a notice of termination of the Executive pursuant to Section 6.1 or 6.2 unless the Executive has curedGood Reason, in accordance with either event, prior to a "Change of Control" (as defined in Section 6.1, those acts or omissions that gave rise to the delivery of the notice of termination by the Company. In the event (i5(b)(ii) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2, neither party shall have any rights or obligations under Article 2 (except for Section 2.3hereof), Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, the Company shall pay to the Executive (a) an amount (the "Severance Payment") equal to twelve the sum of (12i) months of plus (ii), where (i) is the Executive’s Base Salary 's base salary as in effect at the time of termination plus the Bonus (at the Target level) and shall continue to provide all benefits in accordance with Section 4 for a period of twelve (12) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve (12) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and 3.2 (including a Bonus for the year in which the termination occurs prorated to the on his date of termination based on multiplied by two (2) and (ii) is two (2) multiplied by Executive's average annual bonus payments for the performance three (3) most recently completed fiscal years of the Company (or, in such year the event that the Executive has not been employed by the Company for at least three (3) fiscal years as of the date on which of his termination, the termination occurs versus average sum of Executive's annual bonus payments during Executive's employment with the performance targets for the Company established by the Board for the entire year, and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.Company)) and Article 5 (subject, in each case, to Section 3.3), and, provided further, that the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit A). Notwithstanding the foregoing, ; in the event that the Executive is employed less than one (1) year, this annual bonus amount shall be deemed to be fifty percent (50%) of his annual base salary as in effect on his termination date. For the purposes of this Section 5(a) and Section 5(b) below, the bonus relating to any fiscal year shall be deemed to have been paid in such fiscal year even if the bonus is actually paid in a different fiscal year. If the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable for Good Reason pursuant to this Section 6.2 5(a), he must notify the Board of Directors of the Company in writing of his intent to terminate his employment for Good Reason describing the Good Reason event within forty-five (45) days of the occurrence of the Good Reason event in order to receive a Severance Payment hereunder. If no such written notice is provided by Executive within forty-five (45) days of a Good Reason event, the Executive's consent to the event shall be presumed and no Severance Payment shall be payable on account of the occurrence of the Good Reason event. The amount of any such Severance Payment shall be paid in payment for substantially equal bi-monthly amounts over a period of two (2) years following his date of termination, less any applicable withholding; provided however, that in the services rendered event that the Executive becomes employed by any employer, whether as a consultant, employee or otherwise, at any time during such two-year period following his termination of employment, whether or not such employment is comparable in duties and compensation to his position with the Company, the amount payable to the Executive under this Section 5(a) subsequent to any such employment shall be reduced by the Executive pursuant amount of salary and bonus payable to this Agreement during the Term, and the Executive on account of such employment on a dollar for dollar basis, but such reduction shall not be entitled to any additional amounts in consideration for such servicesexceed 50% of the amount of the Severance Payment.

Termination Without Cause or Good Reason. The Subject to Section 6.4, the Board acting for the Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall also mean the Executive’s decision to terminate his employment under this Agreement for (and he hereby has such right) by reason of any reason act, decision or no reason at allomission by the Company or the Board that: (A) materially modifies, reduces, changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, duties, rights, and privileges as, or commensurate with the Executive’s position as the Chief Executive Officer of the Company as described in Section 2.1; provided, however, that (B) relocates the Executive shall not have without his consent from certain of the right Company’s offices located at or near 0000 XX 00xx Xxxxxx, Xxxxx, XX 00000 to so terminate any other location in excess of twenty-five (25) miles beyond the geographic limits of Ocala, FL; (C) deprives the Executive of his employment titles and positions of Chief Executive Officer except by promotion or increase to higher office; (D) if prior to the expiration of the Term results in the Company has provided proffering a notice of termination of new employment agreement to the Executive pursuant in order to Section 6.1 or 6.2 unless extend the Term and the terms and conditions of such agreement (i) as they relate to the Executive’s salary, bonus opportunity and benefits (assuming the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise qualifies for such benefits) are not at least as favorable to the delivery of Executive as the notice of termination most favorable salary, bonus opportunity and benefits payable to the Executive in any year during the Term or (ii) change the Executive’s authority, functions, services, duties, rights and privileges as, or commensurate with the Executive’s position as the Chief Executive Officer as set forth in this Agreement; or (E) involves or results in any failure by the CompanyCompany to comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (each a “Good Reason”). In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2below, neither party shall have any rights or obligations under Article 2 (except for Section 2.3)1, Article 2, Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, that the Company shall pay to the Executive (a) an amount equal to twelve five (125) months of times the Executive’s Base Salary in effect at (determined as the time of termination Executive’s highest annual Base Salary during the Term prior to such termination) plus five (5) times the Annual Bonus (at thirty five percent (35%) of the Target levelExecutive’s highest annual Base Salary during the Term prior to such termination) and shall continue to provide all benefits that were made available to Executive while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Section Article 4 at the time they would have been paid had the Executive remained an employee for a period of twelve twenty four (1224) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve twenty four (1224) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and Section 3.1, Section 3.2 (including a an Annual Bonus for the year in which the termination occurs (and if so provided the minimum required Annual Bonus for such year pursuant to Section 3.2) prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire yearyear in accordance with Section 3.2), and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) Section 4.2 and Article 5 (subject, in each case, to Section 3.3), and, provided further, that and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The Executive shall inform the Company of any other benefits the Executive is receiving where the Company would have a right to reduce the benefits it is providing to the Executive. After the provision of the benefits during the two-year period following such termination as described above, the Executive will be entitled to COBRA rights as provided by applicable law. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed and delivered to the Company (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit A). Notwithstanding the foregoing, in the event the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Agreement during the Term, and the Executive shall not be entitled to any additional amounts in consideration for such services.

Termination Without Cause or Good Reason. The Subject to Section 6.4, the Company shall have the right, at any time in its sole and subjective discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The Executive shall have the right at any time, in his sole and subjective discretion, to terminate his employment under this Agreement without reason upon not less than thirty (30) days prior written notice to the Company. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and termination “without reason” shall also mean the Executive’s decision to terminate his employment under this Agreement for by reason of any reason act, decision or no reason at all; providedomission by the Company or the Board that: (A) materially modifies, howeverreduces, that changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, duties, rights, and privileges as, or commensurate with the Executive’s position as the Executive shall not have the right to so terminate his employment if Vice President, Chief Legal and Administrative Officer, and Secretary of the Company has provided a notice as described in Section 2.1 hereof; (B) relocates the Executive without his consent from the Company’s offices located at 00000 XxxXxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx, 00000-0000 to any other location in excess of termination fifty (50) miles beyond the geographic limits of Irvine, California; (C) deprives the Executive of his titles and positions of Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Executive pursuant Company; or (D) involves or results in any failure by the Company to Section 6.1 or 6.2 unless comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise to the delivery of the notice of termination by the Company(each a “Good Reason”). In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2below, neither party shall have any rights or obligations under Article 2 (except for Section 2.3)2, Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, the Company shall pay to the Executive (a) an amount equal to twelve (12) months of the Executive’s Base Salary in effect at the time of termination plus the Bonus (at the Target level) and shall continue to provide all benefits in accordance with Section 4 for a period of twelve (12) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve (12) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire year, and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) and Article 5 (subject, in each case, to Section 3.3), and, provided further, that and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Exhibit A). Notwithstanding the foregoing, in the event the Executive terminates his employment with the Company prior to December 31, 2006, neither party shall have any rights or obligations under Article 2, Sections 3.1, 3.2 and 3.5, or Articles 4 and 5; provided, however, that the Company shall pay to the Executive any amount due and owing as of such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject in each case to Section 3.3), and the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts payable pursuant to this Section 6.2 shall be in payment for the services rendered by the Executive pursuant to this Agreement during the Term, and and, subject to Section 3.5, the Executive shall not be entitled to any additional amounts in consideration for such services.