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

Termination Without Cause or With Good Reason. Upon the termination of the Employee's employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right: (i) to receive the payments and benefits, if any, equal to those provided for in Section 10(a) hereof; (ii) to receive Monthly Severance, for a period lasting the longer of (A) twelve (12) months, or (B) the remainder of the Base Term; provided, however, that the Employee will not be entitled to any such payments in the event that the Employee becomes employed by another entity during the period that such payments would otherwise be due; (iii) to become fully vested in all of the Options and any other stock options and equity awards granted to the Employee during the Employment Period, which Options and other options shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining term; and (iv) to receive all benefits pursuant to Section 5(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause or With Good Reason, or (B) the remainder of the Base Term; provided, however, that the Employee will not be entitled to any such benefits in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be due.

Termination Without Cause or With Good Reason. Upon If (i) Executive is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then the termination Employment Period shall terminate as of the Employee's employment hereunder pursuant effective date set forth in the written notice of such termination (the "Termination Date") and Executive shall be entitled to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the rightfollowing benefits: (i) The Employer shall continue to receive pay Executive's Base Salary for the payments and benefitsremaining term of the Employment Period after the date of Executive's termination, or, if anysuch termination occurs in connection with or after a Change-in-Control, equal for three years, whichever period is longer, at the rate in effect on the date of his termination and on the same periodic payment dates as payment would have been made to those provided for in Section 10(a) hereofExecutive had the Employment Period not been terminated; (ii) For the remaining term of the Employment Period, or, if such termination occurs in connection with or after a Change-in-Control, for three years, whichever period is longer, Executive shall continue to receive Monthly Severanceall benefits described in Section 3 existing on the date of termination, for a period lasting including, but not limited to, any bonuses and incentive compensation described in Section 3 of this Agreement, subject to the longer of (A) twelve (12) months, or (B) the remainder terms and conditions upon which such benefits may be offered. For purposes of the Base Term; providedapplication of such benefits, however, that the Employee will not Executive shall be entitled to any such payments treated as if he had remained in the event that employ of the Employee becomes employed by another entity during Employer with a Base Salary at the period that such payments would otherwise be duerate in effect on the date of termination; (iii) For purposes of any stock option plan of the Employer, (x) Executive shall be treated as if he had remained in the employ of the Employer for the remaining term of the Employment Period after the date of Executive's termination, or for one year, whichever period is longer, so that Executive may exercise any exercisable options and Executive's other rights shall continue to vest during the remaining term of the Employment Period with respect to any options previously granted under such plans, except as otherwise provided in such plans, and (y) if such termination occurs in connection with or after a Change-in-Control, any stock options and any other rights of Executive (including restricted stock awards) shall become fully vested and immediately exercisable upon such termination; (iv) Nothing herein shall be deemed to obligate Executive to seek other employment in all the event of the Options any such termination and any amounts earned or benefits received from such other stock options employment will not serve to reduce in any way the amounts and equity awards granted to the Employee during the Employment Period, which Options and other options shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining termbenefits payable in accordance herewith; and (ivv) If in the opinion of tax counsel selected by the Executive and reasonably acceptable to the Employer, the Executive has or will receive all benefits any compensation or recognize any income (whether or not pursuant to this Agreement or any plan or other arrangement of the Employer and whether or not the Employment Period or the Executive's employment with the Employer has terminated) which will constitute an "excess parachute payment" within the meaning of Section 5(c280G(b)(1) above of the Internal Revenue Code (the "Code") (or for which a period lasting tax is otherwise payable under Section 4999 of the longer Code or any successor provision thereto), then the Employer shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of (Ai) twelve (12) months from all taxes payable by the date of Termination Without Cause or With Good Reason, or (B) the remainder Executive under Section 4999 of the Base Term; providedCode with respect to all such excess parachute payments and any such Additional Amount, howeverplus (ii) all federal, that the Employee will not be entitled state and local income taxes payable by Executive with respect to any such benefits in Additional Amount. Any amounts payable pursuant to this paragraph (v) shall be paid by the event that Employer to the Employee becomes employed Executive within 30 days of each written request therefor made by another entity during the period that such benefits would otherwise be dueExecutive.

Termination Without Cause or With Good Reason. Upon If, in breach of this Employment Agreement, the termination of the Company shall terminate Employee's employment hereunder pursuant to a Termination Without without Cause or With because of Disability, or if Employee shall terminate his employment for Good Reason, neither then Employee shall be entitle to the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the rightfollowing provisions: (i) to receive The Company shall pay Employee his salary and a pro rata portion of the payments and benefitsbonus specified in Section 4(b) hereof (based upon the bonus paid in respect of the preceding year or, if anysuch termination occurs less than one year into the Employment Term, equal in respect of the average annualized bonus to those provided for in Section 10(athe extent previously paid) hereof;through the Termination Date and all other unpaid and pro rata amounts to which Employee is entitled as of the Termination Date under any compensation plan or program of the Company. (ii) The Company shall pay as liquidated damages to receive Monthly SeveranceEmployee, and in lieu of any further compensation payments hereunder for a periods after the Termination Date, Employee's then current salary (payable in installments in accordance with the Company's normal payroll practices) for such period lasting of time after the longer of (A) twelve (12) months, or (B) the remainder of the Base TermTermination Date until Employee obtains new employment providing comparable compensation; provided, however, that the Employee will not be entitled to any (A) in no case shall such payments in be made after the event that end of the Employment Term and (B) Employee becomes employed by another entity during the period that shall use his best efforts to secure new employment with comparable compensation as soon as is reasonably possible after such payments would otherwise be due;termination. (iii) to become fully vested in all of the Options and any other stock options and equity awards granted In addition to the liquidated amounts that are payable to Employee, unless otherwise provided for, Employee during shall be entitled (for the remaining term of this Employment Period, which Options and other options shall vest according to their original schedule Agreement as if the termination of employment of Employee had not occurred) to continue (A) to participate in, and accrue benefits under, all retirement, pension, profit sharing, employee stock ownership, thrift and other deferred compensation plans of the Company (Employee being deemed to receive annually for the purposes of such plans Employee's employment hereunder had then current compensation and annualized bonus (at the time of his termination) under Section 4(a) and (b) of this Employment Agreement ), except to the extent that such continued until all participation and accrual is expressly prohibited by law or to the extent such Options and other options had fully vestedplan constitutes a "qualified plan" under Section 401 of the Internal Revenue Code of 1986, and all such Options and other options shall be exercisable as amended, by the Employee for their full remaining term; and terms of the plan and (ivB) to receive all other benefits pursuant referred to in Section 5(c5(a) above and (b) hereof for a period lasting the longer remaining term of (A) twelve (12) months from this Employment Agreement as if the termination of employment had not occurred. All insurance or other indemnification, defense or hold-harmless provisions, to the extent applicable, that are in effect on the date the Notice of Termination Without Cause is sent to Employee shall continue for the benefit of Employee with respect to all of his acts and omissions while an officer or With Good Reasondirector as fully and completely as if such termination had not occurred, and until the final expiration or (B) the remainder running of the Base Termall periods of limitation against action which may be applicable to such acts or omissions; provided, however, that the Employee will not be entitled to any such benefits in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be due.and

Termination Without Cause or With Good Reason. Upon the termination of the Employee's employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right: (i) to receive the payments and benefits, if any, equal to those provided for in Section 10(a) hereof; (ii) to receive Monthly Severance, for a period lasting the longer of (A) twelve (12) months, or (B) the remainder of the Base Term; providedPROVIDED, howeverHOWEVER, that the Employee will not be entitled to any such payments in the event that the Employee becomes employed by another entity during the period that such payments would otherwise be due; (iii) to become fully vested in all of the Options and any other stock options and equity awards granted to the Employee during the Employment Period, which Options and other options shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining term; and (iv) to receive all benefits pursuant to Section 5(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause or With Good Reason, or (B) the remainder of the Base Term; providedPROVIDED, howeverHOWEVER, that the Employee will not be entitled to any such benefits in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be due.

Termination Without Cause or With Good Reason. Upon the termination of the Employee's employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his her beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right: (i) to receive the payments and benefits, if any, equal to those provided for in Section 10(a) hereof; (ii) to receive Monthly Severance, for a period lasting the longer of (A) twelve (12) months, or (B) the remainder of the Base Term; provided, however, that the Employee will not be entitled to any such payments in shall be reduced by the event that the Employee becomes employed amount of any salary or other cash compensation paid by another entity employer during the period that such payments would otherwise be dueperiod; (iii) to become fully vested in all of the Options and any other stock options and equity awards granted to the Employee during the Employment Period, which Options and other options shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining term; and (iv) to receive all benefits pursuant to Section 5(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause or With Good Reason, or (B) the remainder of the Base Term; provided, however, that the Employee will not be entitled to any such benefits in on or after the event date that the Employee becomes employed by another entity during the period that such benefits would otherwise be duedue except as required under applicable law and only to the extent that comparable benefits are available from such other entity.

Termination Without Cause or With Good Reason. Upon If (i) the termination of Company shall terminate the Employee's Executive’s employment hereunder other than pursuant to a Termination Without Cause Section 4.1 (upon death or With Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right: (i) the Company shall pay to receive the payments Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive’s annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Annual Bonus (annualized in the case of any partial year) last paid to the Executive (excluding therefrom the value of stock-based incentives) and benefits(II) the Executive’s annual target bonus opportunity in cash in effect as established from time to time by the Company (such higher amount of (I) and (II) being referred to as the “Highest Annual Bonus”), if anyand (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the “Accrued Obligations”); and (B) the amount equal to those provided for the product of (1) two and (2) the sum of (x) the Executive’s annual Base Salary as in Section 10(aeffect at the date of termination and (y) hereofthe Highest Annual Bonus; (ii) to receive Monthly Severance, for a period lasting two years after the longer Executive’s date of (A) twelve (12) monthstermination, or (B) such longer period as may be provided by the remainder terms of the Base Term; appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive’s family substantially similar to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3(b) (but excluding disability benefits) if the Executive’s employment had not been terminated. provided, however, that if the Employee Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer provided plan, the medical benefits described herein will not be entitled to any such payments in terminated by the event that the Employee becomes employed by another entity during the period that such payments would otherwise be dueCompany; (iii) to become fully vested in all the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Options Company and any other stock options and equity awards granted its subsidiaries as the same may be established from time to the Employee during the Employment Period, which Options and other options shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable time by the Employee for their full remaining termCompany (such other amounts and benefits are hereinafter referred to as the “Other Benefits”); and (iv) all stock options, stock appreciation rights, awards of restricted stock and restricted stock units, and other equity-based awards (each, an “Award”) granted to receive all benefits pursuant to Section 5(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause Executive and then outstanding under stock option, stock incentive, deferred compensation and other equity-based plans, programs, contracts or With Good Reason, or (B) the remainder arrangements of the Base Term; providedCompany and its subsidiaries shall vest and, howeverbecome exercisable, that and all restrictions and conditions applicable to such awards shall be deemed to have lapsed or been fully satisfied. Additionally, the Employee will not Executive shall be entitled granted a term of two years within which to exercise any such benefits in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be dueright.

Termination Without Cause or With Good Reason. Upon (i) Anything in this Agreement to the termination of contrary notwithstanding, the EmployeeExecutive's employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except may be terminated, by prior written notice by the right: terminating party to the other party, prior to the then-scheduled expiration of the Term by the Company without Cause, or by the Executive with "GOOD REASON" (ias defined in Exhibit B), as provided in this Section 8(d), in which event the Term shall expire. A termination due to Disability in accordance with Section 8(b) above, or for Cause in accordance with Section 8(c) above, shall not be deemed a termination without Cause or with Good Reason to receive the payments and benefits, if any, equal to those provided for in which this Section 10(a8(d) hereof;applies. (ii) to receive Monthly SeveranceExcept in certain circumstances in connection with a Change in Control as provided in Section 8(d)(iii) below, for a period lasting the longer of (A) twelve (12) months, or (B) the remainder of the Base Term; provided, however, that the Employee will not be entitled to any such payments in the event that the Employee becomes employed Executive's employment is terminated prior to the then-scheduled expiration of the Term (x) by another entity during the period Company without Cause or (y) by the Executive with Good Reason, the Term shall expire and the Executive shall be entitled to: (A) the Base Salary through the date of termination at the rate in effect immediately prior to the date of termination; (B) a lump sum amount equal to two years' Base Salary at the rate in effect immediately prior to such termination; (C) a Separation Bonus for the year of termination; (D) an amount no less than the greater of (x) $1,000,000 and (y) the highest amount awarded to the Executive as an annual bonus for any of the three years (or such lesser number of years he has then been employed) immediately preceding the year in which termination occurs; (E) to the extent the Option Shares are not already vested and exercisable, immediate vesting and exercisability, as of the date of termination, for all outstanding Option Shares scheduled to vest on or before the first anniversary of such date, with the Option (as defined in the Option Agreement) to remain exercisable as to all vested Option Shares for the lesser of (x) one year following the date of termination and (y) the remainder of its maximum stated term, after which the Option shall expire; (F) vesting and exercisability, as the case may be, for all other equity awards, including any restricted shares or stock options, in accordance with their terms; (G) continued coverage for 12 months under all Benefit Programs (or their equivalent as provided in Section 6 above) in which the Executive was participating immediately prior to the date of termination; PROVIDED, HOWEVER, that to the extent the Company is unable to continue such payments would otherwise coverage, the Company shall provide the Executive with economically equivalent benefits determined on an after-tax basis and, PROVIDED FURTHER that any such continued coverage shall be due;offset by comparable coverage provided to the Executive in connection with subsequent employment or other service; and (H) any other benefits described in Section 8(f) below. (iii) In the event that the Executive's employment herein is terminated by the Company without Cause, or by the Executive for Good Reason, in either case in anticipation of, or within the 12-month period following, a Change in Control (as defined in Exhibit C), the Term shall expire and the Executive shall be entitled to: (A) the benefits described in Section 8(d)(ii)(A), (C), (F) and (H) above; (B) a lump sum amount equal to become fully vested two year's Base Salary at the rate in all effect immediately prior to such termination; (C) an amount no less than two (2) times the greater of (x) US$1,000,000 and (y) the highest amount awarded to the Executive as an annual bonus for any of the Options and any other stock options and equity awards granted three years (or such lesser number of years he has then been employed) immediately preceding the year in which a Change in Control occurs; (D) to the Employee during extent the Employment PeriodOption Shares are not already vested and exercisable, immediate vesting and exercisability, as of the date of termination, for all outstanding Option Shares scheduled to vest on or before the third anniversary of such date, with the Option (as defined in the Option Agreement) to remain exercisable as to all vested Option Shares for the lesser of (x) one year following the date of termination and (y) the remainder of its maximum stated term, after which Options and other options the Option shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining termexpire; and (ivE) continued coverage for 24 months under all Benefit Programs (or their equivalent as provided in Section 6 above) in which the Executive was participating immediately prior to receive all benefits pursuant to Section 5(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause or With Good Reasontermination; PROVIDED, or (B) the remainder of the Base Term; provided, howeverHOWEVER, that to the Employee will not be entitled extent the Company is unable to continue such coverage, the Company shall provide the Executive with economically equivalent benefits determined on an after-tax basis and, PROVIDED FURTHER that any such benefits continued coverage shall be offset by comparable coverage provided to the Executive in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be dueconnection with subsequent employment or other service.

Termination Without Cause or With Good Reason. Upon If (i) in breach of this Agreement, the termination of Company shall terminate the Employee's employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right: (i) to receive the payments and benefits, if any, equal to those provided for in Section 10(a) hereof; (ii) to receive Monthly Severance, for a period lasting the longer of other than (A) twelve (12) months, for Cause or (B) because of Disability or (ii) the remainder Employee shall terminate his employment for Good Reason; then: (1) The Company shall pay the Employee his salary through the Termination Date and all other unpaid and pro rata amounts to which the Employee is entitled as of the Base Term; providedTermination Date under any compensation plan or program of the Company, howeverincluding, that without limitation, any incentive bonus payable under an incentive bonus plan for executive officers adopted by the Company or any other discretionary bonus approved by the Board, and all accrued vacation time; (2) The Company shall make severance payments to the Employee will in lieu of any further salary payments hereunder for periods after the Termination Date equal to the Employee's then current salary and payable in installments in accordance with the Company's normal payroll practice for a period which is the lesser of: (i) twenty-four (24) months after the Termination Date, or (ii) the remaining Term of the Agreement. (3) In addition to the severance payments to the Employee, the following shall apply: (A) the Employee shall continue to participate in, and accrue benefits under, all retirement, pension, profit sharing and other deferred compensation plans of the Company for a period which is the lesser of: (i) twenty-four (24) months after the Termination Date, or (ii) the remaining Term of the Agreement, as if the termination of employment of the Employee had not occurred (with the Employee being deemed to receive for the purposes of such plans the Employee's then current salary (at the time of his termination) under Section 2(a) and (b) of this Agreement), except to the extent that such continued participation and accrual is expressly prohibited by law, or to the extent such plan constitutes a "qualified plan" under Section 401 of the Internal Revenue Code of 1986, as amended ("Code"), by the terms of the plan, in which case the Company shall provide the Employee a substantially equivalent, unfunded, non-qualified benefit; (B) the Employee shall be entitled to any such payments continue to receive all other employee benefits and then existing fringe benefits referred to in Section 4(a) and (b) hereof for a period which is the event that lesser of: (i) twenty-four (24) months after the Employee becomes employed by another entity during Termination Date, or (ii) the period that such payments would otherwise be due; (iii) to become fully vested in all remaining Term of the Options Agreement as if the termination of employment had not occurred; and any (C) all insurance or other stock options and equity awards granted provisions for indemnification, defense or hold-harmless of officers or directors of the Company that are in effect on the date the Notice of Termination is sent to the Employee during shall continue for the Employment Period, which Options benefit of the Employee with respect to all of his acts and other options shall vest according to their original schedule omissions while an officer or director as fully and completely as if the Employee's employment hereunder such termination had continued until all such Options and other options had fully vestednot occurred, and until the final expiration or running of all periods of limitation against action which may be applicable to such Options and other options shall be exercisable by the Employee for their full remaining termacts or omissions; and (iv4) to receive all The liquidated amount and other benefits pursuant to provided for in this Section 5(c8(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause shall not be reduced by any compensation or With Good Reason, or (B) the remainder of the Base Term; provided, however, benefits that the Employee will not be entitled to any such benefits in may receive for other employment with another employer or through self-employment after termination of employment with the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be dueCompany.

Termination Without Cause or With Good Reason. Upon the termination of the Employee's ’s employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right: (i) to receive the payments and benefits, if any, equal to those provided for in Section 10(a) hereof; (ii) to receive Monthly Severance, for a period lasting commencing on the longer of (A) twelve (12) monthsTermination Date and ending on August 31, or (B) the remainder of the Base Term2002; provided, however, that the Employee will not be entitled to any such payments in the event that the Employee becomes employed by another entity during the period that such payments would otherwise be due; (iii) to become fully vested in all of the Options and any other stock options and equity awards granted to the Employee during the Employment Period, which Options and other options shall vest according to their original schedule as if the Employee's ’s employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining term; and (iv) to receive all benefits pursuant to Section 5(c) above for a period lasting commencing on the longer of (A) twelve (12) months from the date of Termination Without Cause or With Good ReasonDate and ending on August 31, or (B) the remainder of the Base Term2002; provided, however, that the Employee will not be entitled to any such benefits in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be due.”

Termination Without Cause or With Good Reason. Upon If, in breach of this Employment Agreement, the termination of the Company shall terminate Employee's employment hereunder pursuant to a Termination Without without Cause or With because of Disability, or if Employee shall terminate his employment for Good Reason, neither then Employee shall be entitle to the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the rightfollowing provisions: (i) to receive The Company shall pay Employee his compensation and a pro rata portion of the payments and benefitsbonus specified in Section 4(b) hereof (based upon the bonus paid in respect of the preceding year or, if anysuch termination occurs less than one year into the Employment Term, equal in respect of the average annualized bonus to those provided for in Section 10(athe extent previously paid) hereof;through the Termination Date and all other unpaid and pro rata amounts to which Employee is entitled as of the Termination Date under any compensation plan or program of the Company. (ii) The Company shall pay as liquidated damages to receive Monthly SeveranceEmployee, and in lieu of any further compensation payments hereunder for a periods after the Termination Date, Employee's then current compensation (payable in installments in accordance with the Company's normal payroll practices) for such period lasting of time after the longer of (A) twelve (12) months, or (B) the remainder of the Base TermTermination Date until Employee obtains new employment providing comparable compensation; provided, however, that the Employee will not be entitled to any (A) in no case shall such payments in be made after the event that end of the Employment Term and (B) Employee becomes employed by another entity during the period that shall use his best efforts to secure new employment with comparable compensation as soon as is reasonably possible after such payments would otherwise be due;termination. (iii) to become fully vested in all of the Options and any other stock options and equity awards granted In addition to the liquidated amounts that are payable to Employee, unless otherwise provided for, Employee during shall be entitled (for the remaining term of this Employment Period, which Options and other options shall vest according to their original schedule Agreement as if the termination of employment of Employee had not occurred) to continue (A) to participate in, and accrue benefits under, all retirement, pension, profit sharing, employee stock ownership, thrift and other deferred compensation plans of the Company (Employee being deemed to receive annually for the purposes of such plans Employee's employment hereunder had then current compensation and annualized bonus (at the time of his termination) under Section 4(a) and (b) of this Employment Agreement ), except to the extent that such continued until all participation and accrual is expressly prohibited by law or to the extent such Options and other options had fully vestedplan constitutes a "qualified plan" under Section 401 of the Internal Revenue Code of 1986, and all such Options and other options shall be exercisable as amended, by the Employee for their full remaining term; and terms of the plan and (ivB) to receive all other benefits pursuant referred to in Section 5(c5(a) above and (b) hereof for a period lasting the longer remaining term of (A) twelve (12) months from this Employment Agreement as if the termination of employment had not occurred. All insurance or other indemnification, defense or hold-harmless provisions, to the extent applicable, that are in effect on the date the Notice of Termination Without Cause is sent to Employee shall continue for the benefit of Employee with respect to all of his acts and omissions while an officer or With Good Reasondirector as fully and completely as if such termination had not occurred, and until the final expiration or (B) the remainder running of the Base Termall periods of limitation against action which may be applicable to such acts or omissions; provided, however, that the Employee will not be entitled to any such benefits in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be due.and

Termination Without Cause or With Good Reason. Upon (i) Anything in this Agreement to the termination of contrary notwithstanding, the EmployeeExecutive's employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company service under this Agreement except may be terminated, by prior written notice by the right: terminating Party to the other Party, prior to the then-scheduled expiration of the Term by the Company without Cause, or by the Executive with "Good Reason" (ias defined in Exhibit C), as provided in this Section 8(d), in which event the Term shall expire. A termination due to Disability in accordance with Section 8(b) above, or for Cause in accordance with Section 8(c) above, shall not be deemed a termination without Cause or with Good Reason to receive the payments and benefits, if any, equal to those provided for in which this Section 10(a8(d) hereof;applies. (ii) Except in certain circumstances in connection with a Change in Control as provided in Section 8(d)(iii) below, in the event that the Executive's service is terminated prior to receive Monthly Severancethe then-scheduled expiration of the Term (x) by the Company without Cause or (y) by the Executive with Good Reason, for a period lasting the longer of Term shall expire and the Executive shall be entitled to: (A) twelve (12) months, or the Base Fee through the date of termination at the rate in effect immediately prior to the date of termination; (B) a lump sum amount equal to two years' Base Fee at the rate in effect immediately prior to such termination; (C) a Separation Bonus for the year of termination; (D) to the extent the Initial Awards are not already vested and exercisable, immediate vesting and exercisability, as the case may be, as of the date of termination, for all outstanding Initial Awards scheduled to vest on or before the first anniversary of the date of termination, with the Option (as defined in the Option Agreement) to remain exercisable as to all shares for which it is then vested for the lesser of (x) one year following the date of termination and (y) the remainder of its maximum stated term, after which the Base TermOption shall expire; (E) vesting and exercisability, as the case may be, for other equity awards, including any restricted shares or stock options, in accordance with their terms; (F) continued coverage for 12 months under all Benefit Programs (or their equivalent as provided in Section 6 above) in which the Executive was participating immediately prior to the date of termination; provided, however, that to the Employee will not be entitled extent the Company is unable to continue such coverage, the Company shall provide the Executive with economically equivalent benefits determined on an after-tax basis and, provided further that any such payments continued coverage shall be offset by comparable coverage provided to the Executive in connection with subsequent employment or other service; and (G) any other benefits described in Section 8(f) below. (iii) In the event that the Employee becomes employed Executive's service herein is terminated by another entity during the Company without Cause, or by the Executive for Good Reason, in either case in anticipation of, or within the 12-month period that such payments would otherwise following, a Change in Control (as defined in Exhibit D), the Term shall expire and the Executive shall be dueentitled to: (A) the benefits described in Section 8(d)(ii)(A), (B), (E), and (G) above; (iiiB) a lump sum amount equal to two (2) times a Separation Bonus for the year of termination; (C) to become fully the extent the Initial Awards are not already vested in all and exercisable, immediate vesting and exercisability, as the case may be, as of the Options date of termination, for all outstanding Initial Awards scheduled to vest on or before the third anniversary of such date, with the Option (as defined in the Option Agreement) to remain exercisable as to all shares for which it is then vested for the lesser of (x) one year following the date of termination and any other stock options and equity awards granted to (y) the Employee during remainder of its maximum stated term, after which the Employment Period, which Options and other options Option shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining termexpire; and (ivD) continued coverage for 24 months under all Benefit Programs (or their equivalent as provided in Section 6 above) in which the Executive was participating immediately prior to receive all benefits pursuant to Section 5(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause or With Good Reason, or (B) the remainder of the Base Termtermination; provided, however, that to the Employee will not be entitled extent the Company is unable to continue such coverage, the Company shall provide the Executive with economically equivalent benefits determined on an after-tax basis and, provided further that any such benefits continued coverage shall be offset by comparable coverage provided to the Executive in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be dueconnection with subsequent employment or other service.