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

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)), Executive’s Disability (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by Executive for Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreement, the Severance Package. The payment of the Severance Package to Executive under this Section 6(a) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit C, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and Executive, the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)) hereof), the Executive’s Disability (as defined in Section 6(e)) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2)) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreementfollowing sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company Company, which shall be similar in substantially scope to the Company’s current standard release agreement form attached hereto as Exhibit CB, provided that if as it may be amended from time to time to reflect changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof and as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified in updates to the extent necessary to preserve the Initial Intent Company’s standard release agreement form (the “Release”); ) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Termination Without Cause or Termination for Good Reason. Subject The Company may terminate the Employee’s employment hereunder without cause and the Employee may terminate Employee’s employment hereunder for good reason. If the Company terminates the Employee’s employment hereunder without cause, or if the Employee terminates Employee’s employment hereunder for good reason, the Employment Period shall end and the Employee shall only be entitled to (i) any Base Salary accrued or annual bonus awarded and earned but not yet paid as of the actual date of termination of the Employee’s employment with the Company; (ii) a lump sum payment in an amount equal to the Employee’s annual Base Salary as provided in Section 6(i4(a) above; (iii) continuation of the health and welfare benefits of the Employee, Employee’s spouse and their eligible dependents, if any, as set forth in Section 4(c) above (except for Disability Insurance), if Executiveor the economic equivalent thereof, at the same cost and level in effect on the date of termination of the Employee’s employment is terminated by with the Company for any reason other than Cause one (as defined in Section 6(c)), Executive’s Disability 1) year after such date of termination; and (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by Executive for Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (xiv) the Accrued Amounts (as defined below) right to exercise immediately any stock options and (y) subject to freely trade any restricted stock granted to the limitations described in this AgreementEmployee which, but for such termination, would have become exercisable or tradable, as the Severance Package. The payment of the Severance Package to Executive under this Section 6(a) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit Ccase may be, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as within one year of the date of such termination without cause or for good reason. Notwithstanding any other provision of this Agreement failing Agreement, in addition to achieve the intent thereof benefits described above, if Employee is terminated without cause or terminates his employment for good reason as reflected by the form thereof as a result of a Change in Control of the date Company (including without limitation any termination within two (2) years of this Agreement (the “Initial Intent”), and if it is possible a Change in Control which shall be deemed to modify Exhibit C so be as a result of a Change in Control) then Employee shall also be entitled to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified a lump sum payment in an amount equal to the extent necessary to preserve greater of (i) the Initial Intent (the “Release”); Employee’s then targeted annual bonus or (ii) constitute the sole remedy of Executive Employee’s targeted annual bonus immediately prior to the Change in Control. If the event of a termination of ExecutiveEmployee’s employment in the circumstances set forth in this Section 6(a); and (iii) is to be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between terminated without cause, the Company and Executiveshall give the Employee thirty (30) days prior written notice of its intent to so terminate the Employee’s employment. If the Employee intends to terminate Employee’s employment for good reason, the Severance Package shall not be subject Employee agrees to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between give the Company and Executive. The Accrued Amounts shall be payable in a lump sum within ten at least thirty (1030) days of termination of employment, or earlier if required by applicable lawprior written notice.

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if The Company may terminate the Executive’s employment is terminated hereunder without Cause and the Executive may terminate his employment hereunder for “Good Reason” (as defined below). If the Company terminates the Executive’s employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid in one lump sum payment as soon as practicable following the Termination Date: (1) if such termination shall have occurred prior to July 1, 2008, (A) an amount equal to the total of all Base Compensation and all Level One Incentive Compensation that could have been earned by the Executive for the period beginning on the Commencement Date through December 31, 2008 ($2,666,666) less all Base Compensation and Level One Incentive Compensation previously paid to the Executive, plus (B) the amount of any Additional Incentive Compensation to which he would have been entitled for the full year in which such termination occurs; (2) if such termination shall have occurred on or after July 1, 2008, and on or before December 31, 2008, (A) the amount payable to the Executive pursuant to subsection 8(a)(iii)(1) above plus, (B) a lump sum payment equal to the product of six (6) times the “Monthly Salary Amount” (as defined below); and (3) if such termination shall have occurred on or after January 1, 2009, (A) an amount equal to Executive’s Base Compensation at the rate in effect at the time of termination of employment through the Termination Date plus, (B) the amount of any Additional Incentive Compensation to which he would have been entitled through the Termination Date for the year in which such termination occurs, plus (C) a lump sum payment equal to the product of six (6) times the Monthly Salary Amount. In addition to the amount payable to the Executive pursuant to the preceding sentence, the Executive shall be paid: (i) any accrued vacation pay; (ii) continuation, for the remainder of the scheduled Employment Term as of such date (or, if longer, for the one-year period ending on the first anniversary of the Termination Date), of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with Section 4(a) of this Agreement (or the Company shall provide the economic equivalent thereof on an after-tax basis); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such corresponding benefits to the Executive from and after the date of the Executive’s eligibility for such benefits; and (iii) any reason other than Cause compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company. Notwithstanding anything to the contrary contained herein, if within one (1) year following the occurrence of a Change in Control (as defined in Section 6(c)), Executive’s Disability 8(a)(iv) below): (as defined in Section 6(e)), or Executive’s death, or if a) the Company should terminate the Executive’s employment is terminated by hereunder without Cause; or (b) the Executive should terminate his employment for Good Reason (as defined in Section 6(a)(2))Reason, then the Company Executive shall pay Executive (xbe paid an amount as determined in accordance with the provisions of Section 8(a)(iv) the Accrued Amounts (as defined below) hereof, and (y) subject no payment shall be due pursuant to this Section. In addition, all options and shares of restricted stock previously granted to the limitations described in this Agreement, the Severance Package. The payment of the Severance Package to Executive under this Section 6(a) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit C, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof which are unvested as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”)such termination shall become immediately and fully vested, exercisable and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding all restrictions thereupon shall lapse, upon such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and Executive, the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Termination Without Cause or Termination for Good Reason. Subject The Executive may terminate, by written notice to Section 6(i)the Company's Board, if the Executive’s 's employment is terminated by at any time for "Good Reason," as defined below, and in the event the Company for any reason other than Cause (as defined in Section 6(c)), Executive’s Disability (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by terminates the Executive for Good Reason (as defined in Section 6(a)(2))without Cause, then in either case, the Company shall pay the Executive at the time of termination a lump sum severance benefit equal to an amount of three years base salary under this Agreement, and all of Executive's remaining RSUs and other unvested equity incentives, if any, shall vest immediately upon such termination and the underlying shares shall be issued on the date of the Executive's termination or as soon as administratively practicable thereafter, but in no event later than the later of (xi) the Accrued Amounts last day of the calendar year in which such termination date occurs or (as defined belowii) and (y) the fifteenth day of the third calendar month following such termination date. All such share issuances shall be subject to the limitations described in this Agreement, Company's collection of the Severance Packageapplicable withholding taxes. The payment of the Severance Package to Executive under this Section 6(a) term Good Reason shall mean (i) be contingent upon the execution by Executive of Executive, with or without a general release change in favor title or formal corporate action, no longer exercises substantially all of the Company in duties and responsibilities and shall no longer possess substantially the form attached hereto as Exhibit C, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as all of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”)authority set forth in Section 3; (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company materially breaches this Agreement and Executive, has failed to cure the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be payable in a lump sum breach within ten (10) days after the Executive delivers written notice to the Board specifying the alleged breach with specificity; or (iii) any entity or person not now an executive officer or director of termination the Company becomes, either individually or as part of employmenta group (required to file a Schedule 13D or 13G with the Securities and Exchange Commission), the beneficial owner of 30% or more of the Company's common stock. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (i) and (ii) above and a period of 180 days following an event constituting Good Reason under clause (iii) above in which to exercise his right to terminate for Good Reason, or earlier if required by applicable lawthe Executive shall be deemed to have waived that particular Good Reason.

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)) hereof), the Executive’s Disability (as defined in Section 6(e)) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2)) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreementfollowing sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company Company, which shall be similar in substantially scope to the Company’s current standard release agreement form attached hereto as Exhibit CD, provided that if as it may be amended from time to time to reflect changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof and as reflected by in updates to the Company’s standard release agreement form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); Release”)and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if ExecutiveIf SED terminates the Employee’s employment is terminated by the Company for any reason hereunder without Cause, other than Cause (as defined in Section 6(c)), Executive’s Disability (as defined in Section 6(e)), due to death or Executive’s deathDisability, or if Executive’s the Employee terminates her employment is terminated by Executive for “Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (x) the Accrued Amounts Reason” (as defined below), the Employee shall be paid in one lump sum payment as soon as practicable following such termination: (1) and (y) subject an amount equal to the limitations described aggregate present value (as determined in this Agreement, the Severance Package. The payment accordance with Section 280G(d)(4) of the Severance Package Code) of all annual salary, Incentive Compensation and any other benefits pursuant to Executive under this Section 6(a3 hereof from the effective date of termination hereunder through the remainder of the Initial Term; provided, however, in the event the period from the date of Employee's termination hereunder through the remainder of the Initial Term is less than twelve (12) months, then the Employee shall receive a lump sum payment equal to the sum of the present value (as determined in accordance with Section 280G(d)(4) of the Code) of (i) be contingent upon the execution by Executive of a general release in favor current annual salary and the value of the Company Incentive Compensation and all other benefits payable to the Employee annualized for a twelve (12) month period, and (ii) an amount equal to any bonus that would have been paid for such period of less than twelve (12) months in substantially accordance with the form attached hereto as Exhibit Cterms of any such bonus arrangement between the Employee and SED. This payment shall be in addition to and shall not be offset or reduced by (i) any other amounts that have been earned or accrued or that have otherwise become payable or will become payable to the Employee or her beneficiaries, provided but have not been paid by SED at the time of termination including, without limitation, salary, bonuses, severance pay, consulting fees, disability benefits, termination benefits, retirement benefits, life and health insurance benefits or any other compensation or benefit payment that is part of any previous, current or future contract, plan or agreement, written or oral, and (ii) any indemnification payments that may have accrued but not paid or that may thereafter become payable to the Employee pursuant to the provisions of SED's and the Subsidiary's, if changes necessary, Charter, Bylaws or expansions similar policies, plans or agreements relating to indemnification of relevant laws directors and regulations would result in Exhibit C in officers of SED and the form thereof as Subsidiary under certain circumstances. Notwithstanding the foregoing, all amounts received by the Employee and constituting the lump sum payment shall be reduced by mitigation to the extent of the date Employee's earned income (within the meaning of Section 911(d)(2)(A) of the Code) during the remainder of the period in which this Agreement would have been in effect had the Employee's employment hereunder not been terminated without Cause or for Good Reason. Any earned income received by Employee during the remainder of the period in which this Agreement would have been in effect had the Employee's employment hereunder not been terminated without Cause or for Good Reason shall promptly be forwarded to SED to mitigate the amount of the lump sum payment so paid to the Employee until the earlier of (i) the lump sum payment is repaid in full, or (ii) the expiration of the term of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if had it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of Executive remained in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and Executive, the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable laweffect.

Termination Without Cause or Termination for Good Reason. Subject The Company may terminate the Employee’s employment hereunder without cause and the Employee may terminate Employee’s employment hereunder for good reason. If the Company terminates the Employee’s employment hereunder without cause, or if the Employee terminates Employee’s employment hereunder for good reason, the Employment Period shall end and the Employee shall only be entitled to (i) any Base Salary accrued or annual bonus awarded and earned but not yet paid as of the actual date of termination of the Employee’s employment with the Company; (ii) a lump sum payment in an amount equal to the Employee’s annual Base Salary as provided in Section 6(i4(a) above; (iii) continuation of the health and welfare benefits of the Employee, Employees’ spouse and their eligible dependents, if any, as set forth in Section 4(c) above (except for Disability Insurance), if Executiveor the economic equivalent thereof, at the same cost and level in effect on the date of termination of the Employee’s employment is terminated by with the Company for any reason other than Cause one (as defined in Section 6(c)), Executive’s Disability 1) year after such date of termination; and (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by Executive for Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (xiv) the Accrued Amounts (as defined below) right to exercise immediately any stock options and (y) subject to freely trade any restricted stock granted to the limitations described in this AgreementEmployee which, but for such termination, would have become exercisable or tradable, as the Severance Package. The payment of the Severance Package to Executive under this Section 6(a) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit Ccase may be, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as within one year of the date of such termination without cause or for good reason. Notwithstanding any other provision of this Agreement failing Agreement, in addition to achieve the intent thereof benefits described above, if Employee is terminated without cause or terminates his employment for good reason as reflected by the form thereof as a result of a Change in Control of the date Company (including without limitation any termination within two (2) years of this Agreement (the “Initial Intent”), and if it is possible a Change in Control which shall be deemed to modify Exhibit C so be as a result of a Change in Control) then Employee shall also be entitled to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified a lump sum payment in an amount equal to the extent necessary to preserve greater of (i) the Initial Intent (the “Release”); Employee’s then targeted annual bonus or (ii) constitute the sole remedy of Executive Employee’s targeted annual bonus immediately prior to the Change in Control. If the event of a termination of ExecutiveEmployee’s employment in the circumstances set forth in this Section 6(a); and (iii) is to be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between terminated without cause, the Company and Executiveshall give the Employee thirty (30) days prior written notice of its intent to so terminate the Employee’s employment. If the Employee intends to terminate Employee’s employment for good reason, the Severance Package shall not be subject Employee agrees to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between give the Company and Executive. The Accrued Amounts shall be payable in a lump sum within ten at least thirty (1030) days of termination of employment, or earlier if required by applicable lawprior written notice.

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)) hereof), the Executive’s Disability (as defined in Section 6(e)) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2)) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreementfollowing sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit CB, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C B in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C B so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C B will be modified to the extent necessary to preserve the Initial Intent (the “Release”); ) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Termination Without Cause or Termination for Good Reason. Subject The Company may terminate the Employee’s employment hereunder without cause and the Employee may terminate Employee’s employment hereunder for good reason. If the Company terminates the Employee’s employment hereunder without cause, or if the Employee terminates Employee’s employment hereunder for good reason, the Employment Period shall end and the Employee shall only be entitled to (i) any Base Salary accrued or annual bonus awarded and earned but not yet paid as of the actual date of termination of the Employee’s employment with the Company; (ii) a lump sum payment in an amount equal to the Employee’s annual Base Salary as provided in Section 6(i4(a) above; (iii) continuation of the health and welfare benefits of the Employee, Employees’ spouse and their eligible dependents, if any, as set forth in Section 4(c) above (except for Disability Insurance), if Executiveor the economic equivalent thereof, at the same cost and level in effect on the date of termination of the Employee’s employment is terminated by with the Company for any reason other than Cause one (as defined in Section 6(c)), Executive’s Disability 1) year after such date of termination; and (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by Executive for Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (xiv) the Accrued Amounts (as defined below) right to exercise immediately any stock options and (y) subject to freely trade any restricted stock granted to the limitations described in this AgreementEmployee which, but for such termination, would have become exercisable or tradable, as the Severance Package. The payment of the Severance Package to Executive under this Section 6(acase may be, within one (1) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit C, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as year of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date such termination without cause or for good reason. Notwithstanding any other provision of this Agreement (the “Initial Intent”)Agreement, and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified in addition to the extent necessary to preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and Executive, the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.benefits described