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

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1 through Section 5.5, (i) belowthe Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) or by and an amount equal to the Employee product of (x) the Executive’s target annual bonus for Good Reason the fiscal year of the Executive’s termination of employment and (as defined in Section 5(fy) below), other than as a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on ii) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the EmployeeSeverance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Employee’s employment that, but for Termination and the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.13).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1 through Section 5.5, (i) belowthe Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) or by and an amount equal to the Employee product of (x) the Executive’s target annual bonus for Good Reason the fiscal year of the Executive’s termination of employment and (as defined in Section 5(fy) below), other than as a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination (paid on the normal date for the payment of the bonus)which is 365, such amount to be paid only if to the Employee has met his pro-rated objective performance targets through Executive within 30 days of the date Effective Date of termination, Termination; (5ii) an amount the Executive shall receive a cash payment equal to the EmployeeSeverance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Employee’s employment that, but for Termination and the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.14).

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the Employee’s employment Term, the Executive also shall be entitled to (i) the continuation of his Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of six (6) months (the “Severance Period”) payable in accordance with the Company by payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the Company without Cause payroll date next following the sixtieth (as defined in Section 5(f60th) below) or by day following the Employee for Good Reason date of such termination (as defined in Section 5(f) below), other than as but with the first payment being a result lump-sum payment covering all payment periods from the date of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned termination through the date of terminationsuch first payment), but in no event later than ninety (290) any unpaid annual bonus that days following the Employee has earned with respect to a year ending prior to date of such termination, (3ii) 12 months of any earned but unpaid bonus under the Employee’s then current base salary paid on Incentive Plan for any previously completed performance period under the Company’s normal payroll dates, Incentive Plan (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus“Accrued Bonus”), such amount to be paid only if at the Employee has met his pro-rated objective performance targets through same time that bonuses are otherwise paid to employees under the date of termination, Incentive Plan; (5iii) an amount equal to the Employee’s target bonus for under the Incentive Plan in the year of termination multiplied by one half (½) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (6the “Pro-Rated Bonus”); and (v) if the costs Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Employee and his dependents from Company through the date full twelve (12) month (performance period in which the EmployeeExecutive’s employment terminates through with the earlier Company terminates) by a fraction, the numerator of (A) which shall equal the first anniversary number of such termination and (B) complete calendar days the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held Executive was employed by the Employee immediately prior to Company during such performance period and the termination denominator of which shall equal the Employee’s employment that, but for number of complete calendar days in the termination of full performance period under the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableIncentive Plan. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1 through Section 5.5, (i) belowthe Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) or by and an amount equal to the Employee product of (x) the Executive’s target annual bonus for Good Reason the fiscal year of the Executive’s termination of employment and (as defined in Section 5(fy) below), other than as a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination (paid on the normal date for the payment of the bonus)which is 365, such amount to be paid only if to the Employee has met his pro-rated objective performance targets through Executive within 30 days of the date Effective Date of termination, Termination; (5ii) an amount the Executive shall receive a cash payment equal to the EmployeeSeverance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Employee’s employment that, but for Termination and the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.13).

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his her pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his her dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his her termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of The Company may terminate the EmployeeExecutive’s employment at any time for any reason or no reason and the Executive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan and clause (ii) below) or by earned and accrued under this Agreement prior to the Employee effective date of the termination of employment (and reimbursement under this Agreement for Good Reason expenses incurred prior to the effective date of the termination of employment); (as defined in Section 5(fii) below), other than as the Executive shall receive (A) a result of death or Disability, the Company shall pay cash payment equal to or provide the Employee the following: one (1) any unpaid base salary times the Employee has earned through Executive’s Annual Salary (as in effect on the effective date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of payable no later than 30 days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of after such termination and (B) for a period of one (1) year after termination of employment such continuing health benefits (including medical, vision or dental benefits), under the date on which Company’s health plans and programs applicable to senior executives of the Employee Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increase in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) it being expressly understood and agreed that nothing in this clause (ii)(B) shall restrict the ability of the Company to amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide such coverage after such time as the Executive becomes entitled to receive health coverage of a similar type benefits from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination employer or recipient of the EmployeeExecutive’s employment described in this Section 5(bservices (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other arrangements), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and ; (iii) all other similar types of equity incentives outstanding unvested options held by the Employee immediately prior to Executive shall vest and such options shall remain exercisable for ninety (90) days following termination (or, if shorter, the balance of the regular term of the options); and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Employee’s employment that, but for the termination of the Employee’s employment, would Executive shall have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be further rights hereunder (except as provided pursuant to this in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock7.14).

Termination Without Cause; Termination for Good Reason. Subject i. In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the EmployeeTerm, the Executive also shall be entitled to (i) the continuation of his Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of six (6) months (the “Initial Severance Period”) payable in accordance with the payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the payroll date next following the sixtieth (60th) day following the date of such termination (but with the first payment being a lump-sum payment covering all payment periods from the date of termination through the date of such first payment), but in no event later than ninety (90) days following the date of such termination, (ii) any earned but unpaid bonus under the Incentive Plan for any previously completed performance period under the Incentive Plan (the “Accrued Bonus”), to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan; (iii) an amount equal to 50% of the target bonus under the Incentive Plan in the year of termination multiplied by one (1) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (the “Pro-Rated Bonus”); and (v) if the Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Initial Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Initial Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage, unless the Company becomes obligated for payments during the “Additional Severance Period” (as defined below). Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Company through the full twelve (12) month (performance period in which the Executive’s employment with the Company terminates) by a fraction, the numerator of which shall equal the number of complete calendar days the Executive was employed by the Company without Cause (as defined in Section 5(f) below) or by during such performance period and the Employee for Good Reason (as defined in Section 5(f) below), other than as a result denominator of death or Disability, the Company which shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on equal the number of complete calendar days in the year completed through full performance period under the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation daysIncentive Plan. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1, (i) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on ii) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the EmployeeSeverance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for eighteen (18) months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (6iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in Section 14 of the Company’s 2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means three (3) times the sum of: (i) the costs Executive’s Annual Salary in effect on the day of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (Bii) the Executive’s Average Annual Bonus. The Executive’s “Average Annual Bonus” means the average bonus actually paid to the Executive with respect to the prior two (2) calendar years. For purposes of this Section 5.2, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the Employee becomes entitled to health coverage giving of a similar type from another employersuch notice) set forth in such notice of termination, plus/less (7) any positive/negative accrued vacation days. In addition to or in the foregoing, upon a case of termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment thatExecutive for Good Reason, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination specified in such Executive’s notice of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocktermination.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason, and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any bonus periods in the current year as to which bonuses have not yet been paid and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination, (iii) all unvested equity awards held by the Executive shall fully vest, (iv) the Executive shall continue to receive health benefits for 12 months and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 5(f7.13). Notwithstanding the foregoing sentence, if the Company terminates Executive’s employment Without Cause or Executive terminates employment for Good Reason within 12 months of a Change in Control, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) belowother than (i) or the Executive shall receive his Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any bonus periods in the current year as to which bonuses have not yet been paid and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) the Executive shall receive the applicable Severance Payment, payable no later than 30 days after the Effective Date of the Termination (iii) the Executive shall receive continuation of health benefits for 12 months, (iv) all unvested equity awards held by the Employee Executive shall fully vest and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means one (1) times the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination provided that, if the Effective Date of Termination occurs within 365 days following the occurrence of a Change in Control pursuant to the Company’s termination Without Cause or the Executive’s termination for Good Reason (as defined below in this Section 5(f) below5.1(b)), the Severance Payment means one and one-half (1 1/2) times the aforesaid sum. For purposes of this Section 5.2, (i) the “Effective Date of the Termination” shall mean the date of termination specified in the Company’s or the Executive’s notice of termination, as applicable, and (ii) a “Change in Control” shall mean: (a) the acquisition directly or indirectly by any person or related group of persons (other than as the Company or a result of death person that directly or Disabilityindirectly controls, is controlled by, or is under common control with, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, the transaction) of beneficial ownership (3) 12 months within the meaning of Rule 13d-3 of the Employee’s then current base salary paid on the Company’s normal payroll dates, 0000 Xxx) of securities possessing more than fifty percent (4) the pro-rated portion (based on the number of days in the year completed through the date of termination50%) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more total combined voting power of the Company’s Common Stockoutstanding securities; (b) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time such election or nomination was approved by the Board; or (c) a sale of all or substantially all of the assets of the Company to another person or entity (other than a person or entity that directly or indirectly controls, is controlled by, or is under common control with, the Company prior to the transaction).

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the EmployeeTerm, the Executive also shall be entitled to (i) the continuation of his Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of six (6) months (the “Severance Period”) payable in accordance with the payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the payroll date next following the sixtieth (60th) day following the date of such termination (but with the first payment being a lump-sum payment covering all payment periods from the date of termination through the date of such first payment), but in no event later than ninety (90) days following the date of such termination, (ii) any earned but unpaid bonus under the Incentive Plan for any previously completed performance period under the Incentive Plan (the “Accrued Bonus”), to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan; (iii); a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (the “Pro-Rated Bonus”); and (iv) if the Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Company through the full twelve (12) month (performance period in which the Executive’s employment with the Company terminates) by a fraction, the numerator of which shall equal the number of complete calendar days the Executive was employed by the Company without Cause (as defined in Section 5(f) below) or by during such performance period and the Employee for Good Reason (as defined in Section 5(f) below), other than as a result denominator of death or Disability, the Company which shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on equal the number of complete calendar days in the year completed through full performance period under the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation daysIncentive Plan. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowIf, upon termination of during the Employee’s employment with Term, the Company by shall terminate the Company without Cause (as defined in Section 5(f) below) or by the Employee Executive's employment for Good Reason (as defined in Section 5(f) below), any reason other than as a result of Cause, death or Disability, or the Executive terminates employment for Good Reason, the Company shall pay to or provide the Employee Executive in a lump sum in cash within 30 days after the following: (1) any unpaid base salary Date of Termination the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months aggregate of the Employee’s then current base salary paid on following amounts: the Company’s normal payroll dates, (4) Accrued Obligations; the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier product of (A) the first anniversary of such termination two and (B) the date on sum of (x) the Executive's annual Base Salary and (y) the highest Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any year during which the Employee becomes entitled Executive was employed for less than twelve full months), for the most recently completed three years during the Term, if any (such higher amount being referred to health coverage as the "Highest Annual Bonus"); For three years after the Executive's Date of a similar type from another employerTermination, plus/less (7) any positive/negative accrued vacation days. In addition or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the foregoingExecutive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, upon a termination of the Employee’s employment programs, practices and policies described in Section 3.3 of this Section 5(b)Agreement if the Executive's employment had not been terminated, any stock optionsbut not less favorable than that provided to other executives in comparable positions with the Company; provided, stock appreciation rightshowever, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior Company's obligation hereunder with respect to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no foregoing benefits shall be provided limited to the extent that the Executive obtains any such benefits pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially subsequent employer's benefit plans, in the form attached hereto as Schedule C) releasing and waiving any claims against which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages and in which benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder; and the Company releases and waives claims against shall at its sole expense, as incurred, reimburse the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially ownsExecutive up to $5,000 for bona-fide, directly or indirectly, 5% or more of the Company’s Common Stockprofessional out-placement services.

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(b) belowthe salary, upon termination benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated pursuant to Xxxxxxxxx 0X or 6D at any time prior to the end of the Employee’s employment Term, the Executive also shall be entitled to (i) the continuation of her Base Salary (as determined in Paragraph 4A, at the rate in effect immediately prior to the date of such termination) (“Salary Continuation”) for a period of nine (9) months (the “Severance Period”) payable in accordance with the Company by payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the Company without Cause payroll date next following the sixtieth (as defined in Section 5(f60th) below) or by day following the Employee for Good Reason date of such termination (as defined in Section 5(f) below), other than as but with the first payment being a result lump-sum payment covering all payment periods from the date of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned termination through the date of terminationsuch first payment), but in no event later than ninety (290) any unpaid annual bonus that days following the Employee has earned with respect to a year ending prior to date of such termination, (3ii) 12 months of any earned but unpaid bonus under the Employee’s then current base salary paid on Incentive Plan for any previously completed performance period under the Company’s normal payroll dates, Incentive Plan (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus“Accrued Bonus”), such amount to be paid only if at the Employee has met his pro-rated objective performance targets through same time that bonuses are otherwise paid to employees under the date of termination, Incentive Plan; (5iii) an amount equal to the Employee’s target bonus for under the Incentive Plan in the year of termination multiplied by three quarters (¾) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (6the “Pro-Rated Bonus”); and (v) if the costs Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and her dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Employee and his dependents from Company through the date full twelve (12) month (performance period in which the EmployeeExecutive’s employment terminates through with the earlier Company terminates) by a fraction, the numerator of (A) which shall equal the first anniversary number of such termination and (B) complete calendar days the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held Executive was employed by the Employee immediately prior to Company during such performance period and the termination denominator of which shall equal the Employee’s employment that, but for number of complete calendar days in the termination of full performance period under the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableIncentive Plan. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon Upon the termination of the EmployeeExecutive’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death a Termination Without Cause or Disabilityfor Good Reason, the Executive shall not have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 9(a) hereof, (ii) severance payments in the form of a continuation of the Executive’s base salary as in effect immediately prior to such termination for a period of 12 (twelve) months following the effective date of such termination, (iii) the accelerated vesting of equity-based awards specifically as set forth in Section 2 of the Amendment to the Employment Agreement dated as of May 18, 2010 by and between the Executive and the Company, and (iv) to the extent that the Executive has elected and is continuing to receive COBRA continuation coverage under the Company’s group health plan in accordance with Section 4980B of the Internal Revenue of 1986, as amended (the “Code”), the Company shall pay to or provide reduce the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus COBRA premiums that the Employee has earned with respect Executive is required to pay during the first 12 (twelve) months following his termination of employment to that the Company charges to its active employees for the same level of group health coverage. Notwithstanding the foregoing, the severance benefits described in clause (ii) and (iii) above and the COBRA premium subsidy described in clause (iv) above shall be provided in consideration for, and expressly conditioned upon, the Executive’s execution of a year ending prior to such termination, binding General Release (3) 12 months of the Employee’s then current base salary paid which shall be provided on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through or about the date of termination) containing terms reasonably satisfactory to the Company within 45 days of the EmployeeExecutive’s target bonus for termination of employment. Subject to Section 24, if the year Executive timely executes such General Release and the applicable revocation period with respect to such General Release lapses, the Executive will receive the first two months of severance payments 60 days after his termination (paid on of employment and the normal date for remaining payments in accordance with the payment Company’s payroll practices. If the Executive does not timely execute the General Release or if the Executive revokes the General Release within the applicable revocation period prescribed by law, the Executive shall not be entitled to receive any severance payments and the Executive will be required to pay 102% of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, applicable premium (5as defined in Code Section 4980B) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of any COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held elected by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockExecutive.”

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason, and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause or the Executive terminates the Executive’s employment and such termination is not described in Section 4, Section 5.1 or Section 5.3, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5(f5.2) below) for any remaining period of the Term, or by the Employee for Good Reason (as defined in Section 5(f) below)otherwise, other than as (i) Annual Salary earned and unpaid under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual pro-rata bonus that the Employee has earned with respect to a the calendar year ending prior in which the Effective Date of Termination occurred to such termination, the extent performance goals related to the bonus have been achieved (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only at the same time bonuses are normally paid for the year) and other benefits (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) all unvested equity awards held by the Executive shall be 100% vested as of the Effective Date of the Termination, provided, however, that if the Employee has met his pro-rated objective equity awards are subject to performance targets through vesting requirements, such vesting will only occur to the date of terminationextent the performance goals for any pending bonus period(s) are subsequently determined to have been achieved, (5iii) an amount equal to the Employee’s target bonus for Initial Equity Grant shall be 100% vested as of the year Effective Date of terminationthe Termination, (6iv) all vested equity awards (including the costs vested portion of COBRA continuation coverage for the Employee and his dependents from Initial Equity Grant) must be exercised by the date the Employee’s employment terminates through Executive by the earlier of (A) the first eighteen (18) month anniversary of such termination the Effective Date of the Termination, and (B) the date on which Option Expiration Date, (v) the Employee becomes entitled Executive and his spouse shall continue to receive health and dental benefits for twenty-four (24) months (whether via the Company’s payment of COBRA premiums for such period or the payment by the Company of premiums for individual coverage of a similar type for the Executive and his spouse), (vi) the Company shall reimburse the Executive for reasonable expenses actually incurred by the Executive to move personal effects from another employer, plus/less (7) any positive/negative accrued vacation days. In addition Colorado to California and for the Closing Costs related to the foregoing, upon a termination sale of the EmployeeExecutive’s employment described Colorado residence; (vii) the Executive’s status as Global Services member will be renewed at the Company’s expense for two years from the Effective Date of Termination; and (viii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 8.14); provided that in order for the Executive to receive any benefit or item in the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.19. For purposes of this Section 5(b)5.2, any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination “Effective Date of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of Termination” shall mean the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially specified in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stockor the Executive’s notice of termination, as applicable.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive's employment at any time without Cause, upon termination of for any reason or no reason and the Employee’s Executive may terminate the Executive's employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive's employment and such termination is not described in Section 5(f4 or Section 5.1, (i) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive's target annual bonus for the fiscal year of the Executive's termination of employment and (y) a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365; (paid on ii) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for eighteen (18) months after the year Effective Date of terminationthe Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive's employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (6iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in Section 14 of the Company's 2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The "SEVERANCE PAYMENT" means two (2) times the sum of: (i) the costs Executive's Annual Salary in effect on the day of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (Bii) the Executive's Average Annual Bonus. The Executive's "AVERAGE ANNUAL BONUS" means the average bonus actually paid to the Executive with respect to the prior two (2) calendar years. For purposes of this Section 5.2, the "EFFECTIVE DATE OF THE TERMINATION" shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the Employee becomes entitled to health coverage giving of a similar type from another employersuch notice) set forth in such notice of termination, plus/less (7) any positive/negative accrued vacation days. In addition to or in the foregoing, upon a case of termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment thatExecutive for Good Reason, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination specified in such Executive's notice of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocktermination.

Termination Without Cause; Termination for Good Reason. Subject In addition to Section 6(bthe salary, benefits and expense reimbursement described in Paragraph 7A, if the Executive’s services are terminated (1) below, upon termination pursuant to Paragraph 6C or 6D at any time prior to the end of the Employee’s employment with Term, or (2) due to expiration of the Company Term following written notice of non-renewal by the Company without Cause pursuant to Paragraph 1, the Executive also shall be entitled to (i) the continuation of his Base Salary (as defined determined in Section 5(fParagraph 4A, at the rate in effect immediately prior to the date of such termination) below(“Salary Continuation”) or by for a period of six (6) months (the Employee for Good Reason “Severance Period”) payable in accordance with the payroll policies from time to time in effect, but in no event less frequently than monthly, commencing on the payroll date next following the sixtieth (as defined in Section 5(f60th) below), other than as day following the date of such termination (but with the first payment being a result lump-sum payment covering all payment periods from the date of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned termination through the date of terminationsuch first payment), but in no event later than ninety (290) any unpaid annual bonus that days following the Employee has earned with respect to a year ending prior to date of such termination, (3ii) 12 months of any earned but unpaid bonus under the Employee’s then current base salary paid on Incentive Plan for any previously completed performance period under the Company’s normal payroll dates, Incentive Plan (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus“Accrued Bonus”), such amount to be paid only if at the Employee has met his pro-rated objective performance targets through same time that bonuses are otherwise paid to employees under the date of termination, Incentive Plan; (5iii) an amount equal to the Employee’s target bonus for under the Incentive Plan in the year of termination multiplied by one half ( 1⁄2) (the “Severance Bonus”), payable in a lump sum within sixty (60) days following the date of such termination; (iv) a pro-rated bonus under the Incentive Plan, to the extent such plan is still in effect on the date the Executive’s employment terminates, to be paid at the same time that bonuses are otherwise paid to employees under the Incentive Plan (6the “Pro-Rated Bonus”); and (v) if the costs Executive elects COBRA continuation coverage, the Company shall pay for such health insurance coverage through the Severance Period (or, if shorter, until the date the Executive becomes eligible for coverage under another group health plan) at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee-paid portion of such coverage). After the Severance Period concludes, the Executive shall be responsible for the payment of all premiums attributable to COBRA continuation coverage. Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and his dependents. The Pro-Rated Bonus shall be calculated by the Company by multiplying the actual bonus, if any, earned by the Executive under the Incentive Plan (based on actual financial results for the Employee and his dependents from Company through the date full twelve (12) month performance period in which the EmployeeExecutive’s employment terminates through with the earlier Company terminates) by a fraction, the numerator of (A) which shall equal the first anniversary number of such termination and (B) complete calendar days the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held Executive was employed by the Employee immediately prior to Company during such performance period and the termination denominator of which shall equal the Employee’s employment that, but for number of complete calendar days in the termination of full performance period under the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisableIncentive Plan. No Such amount shall be payable and no benefits shall be provided pursuant paid to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in Executive at the form attached hereto as Schedule C) releasing and waiving any claims against same time that bonuses are otherwise paid to employees under the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common StockIncentive Plan.

Termination Without Cause; Termination for Good Reason. (a) Subject to Section 6(b7 of this Appendix A and in accordance with Section 3(a)(vi) below, upon termination of the Employee’s Agreement, you, Booking.xxx xxx XXX agree that if your employment with the Company is terminated by the Company without Cause (as defined in Section 5(f) below) or is terminated by the Employee you for Good Reason (as defined in Section 5(f) below), other than as a result of death or DisabilityReason, the Company shall will, subject to the terms and conditions set forth in the following paragraphs and provided that you have not filed any claims in connection with the termination of your employment, in full and final settlement of any claims for compensation relating to the termination, pay you a voluntary contractual severance amount equal to or provide the Employee the followingsum of: (i) one (1) times the sum of the Base Salary and target Annual Bonus, if any, for the year in which such termination occurs (the "Severance Payment"), which will be paid as set forth in Section 4 below (provided, however, if the Base Salary or target Annual Bonus, if any, has been decreased in the twelve (12) months before the termination, the amount to be used will be the highest Base Salary and target Annual Bonus, if any, during such twelve (12) month period); (ii) any unpaid base salary the Employee has compensation earned through but not yet paid as of the date of termination, including, without limitation, any amount of Base Salary earned but unpaid, any accrued vacation pay payable pursuant to BHI and Booking.xxx xxxxxxxs, any bonus earned but not yet paid for a completed fiscal year, and any unreimbursed business expenses payable to you (2collectively, the "Accrued Amounts"), which amounts will be paid in a lump sum within ten (10) days following the termination date (or earlier, if required under applicable law); (iii) any unpaid annual bonus that other amounts or benefits owing to you under the Employee has earned with respect to a year ending prior to such terminationthen applicable employee benefit, (3) 12 months long-term incentive or equity plans and programs of the Employee’s then current base salary paid on the Company’s normal payroll datesBHI or Booking.xxx, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to xxxxx will be paid only or treated in accordance with the terms of such plans and programs and this Agreement; and (iv) if a bonus plan is in place, the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier product of (A) the first anniversary actual Annual Bonus earned for the fiscal year of such termination your termination, and (B) a fraction, the numerator of which is the number of days of the current fiscal year during which you were employed by BHI or Booking.xxx, xxx xxe denominator of which is 365 (or 366 in a leap year), which prorated Annual Bonus will be paid in a lump sum when bonuses for such period are paid to BHI’s other executive officers, but, in any event, in the fiscal year following the fiscal year in which such Annual Bonus is earned. In addition, you will receive reimbursement for the cost of all reasonable relocation expenses incurred with respect to a relocation of you and your family to a country other than the Netherlands that occurs within 180 days following the termination of your employment in an amount not to exceed EUR 50,000; provided that you have not accepted an offer of employment following the termination that provides for such relocation expenses. Such reimbursement shall be made to you within 90 days of the Company’s receipt of all invoices relating to such expenses, which receipt shall occur no more than 30 days following your incurrence of such expenses. Furthermore, Booking.xxx xxxx xximburse your legal fees (if any) up to an amount of EUR 10,000, including disbursements (verschotten) and VAT (BTW), for purposes of negotiating the termination agreement as required under Dutch law. Provided that you submit the attorney’s detailed invoice for legal fees, as addressed to you, by the date on which of the Employee becomes entitled termination of your employment, payment will be made directly to health coverage your attorney within thirty (30) days of a similar type from another employer, plus/less (7) any positive/negative accrued vacation daysBooking.xxx’x xxxxxpt of the invoice. In addition to addition, if so requested, the foregoing, upon Company will provide you with a neutral reference letter within 30 days of the termination of the Employee’s Agreement and the Arrangement. The Company will also work with you in good faith to develop external communications regarding the termination of your employment, and any internal company communications regarding the termination of your employment will be at the discretion of the Company. Your receipt of the payments and benefits described in this Section 5(b), 2(a) (other than the Accrued Amounts) is conditioned on and subject to your compliance with the Ancillary Agreements and any stock options, stock appreciation rights, performance shares, restricted stock, share rights other restrictive covenant obligations applicable to you and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of your execution on or after the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially of claims in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director favor of the Company (in such form as 11 reasonably determined by the Company in its sole discretion) (a valid and “Release”) that becomes effective resignation from within 55 days after the Board unless the Employee beneficially owns, directly or indirectly, 5% or more date of the Company’s Common Stocktermination.

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1, (i) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a result of death or Disabilityfraction, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date numerator of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on which is the number of days in the current fiscal year completed through the date of termination) Effective Date of the Employee’s target bonus for Termination, and the year denominator of termination which is 365 (paid on “Accrued Obligations”); (ii) the normal date for the Executive shall receive a cash payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the EmployeeSeverance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for eighteen (18) months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s target bonus for family at least equal to those which would have been provided to them in accordance with the year welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of terminationthe Company and its affiliated companies, (6) as if the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this contrary contained in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more 14 of the Company’s Common Stock.2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means two (2) times the sum of: (i) the Executive’s Annual Salary in effect on the day of termination and (ii) the Executive’s Average Annual Bonus. The Executive’s “Average Annual Bonus” means the average bonus actually paid to the Executive with respect to the prior two (2) calendar years. For purposes of this Section 5.2,

Termination Without Cause; Termination for Good Reason. Subject to Section 6(b) belowThe Company may terminate the Executive’s employment at any time without Cause, upon termination of for any reason or no reason and the EmployeeExecutive may terminate the Executive’s employment with the Company by for Good Reason. If the Company without Cause (as defined or the Executive terminates the Executive’s employment and such termination is not described in Section 5(f4 or Section 5.1, (i) below) the Executive shall have no right to receive any compensation or by benefit hereunder on and after the Employee for Good Reason (as defined in Section 5(f) below), Effective Date of the Termination other than as Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination); (ii) the Executive shall receive a result cash payment equal to the Severance Payment payable no later than 30 days after the Effective Date of death or Disabilitythe Termination; (iii) for eighteen (18) months after the Effective Date of the Termination, the Company shall pay continue medical, prescription and dental benefits to or provide the Employee Executive and/or the following: (1) any unpaid base salary Executive’s family at least equal to those which would have been provided to them in accordance with the Employee has earned through welfare benefit plans, practices, policies and programs provided by the date of termination, (2) any unpaid annual bonus that Company to the Employee has earned with respect extent applicable generally to a year ending prior to such termination, (3) 12 months other peer employees of the Employee’s then current base salary paid on the Company’s normal payroll datesCompany and its affiliated companies, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only as if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the EmployeeExecutive’s employment terminates through had not been terminated; provided, however, that if the earlier Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Aiv) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives Equity Awards held by the Employee immediately prior Executive shall become fully vested and exercisable (notwithstanding anything to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this contrary contained in Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more 14 of the Company’s Common Stock.2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means three (3) times the sum of: (i) the Executive’s Annual Salary in effect on the day of termination and (ii) the Executive’s Average

Termination Without Cause; Termination for Good Reason. Subject If, during the Agreement Term, the Company terminates the Executive’s employment Without Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive, in addition to the payments and benefits described in Section 6(b4(a)(i) belowand Section 4(a)(ii) above, upon (A) any earned but unpaid Bonus with respect to any fiscal year of the Company ending prior to the Date of Termination and (B) provided Executive executes and delivers a general release of all claims in form and substance satisfactory to the Company within forty-five (45) days following his termination of employment, (1) his Base Salary, at the Employeerate in effect hereunder immediately prior to the Date of Termination, which shall be payable in installments as provided in the last sentence of this Section 4(b), until the later of (i) the day before the second anniversary of the Effective Date or (ii) one year following the Date of Termination and (2) a pro-rata Bonus payment for the fiscal year of the Executive’s employment with Date of Termination, equal to the Company Bonus that the Executive would have been entitled to if he had remained employed by the Company without Cause (as defined at the end of such fiscal year multiplied by a fraction, the numerator of which is the number of days transpired in the fiscal year up to and including the Date of Termination, and the denominator of which is 365, which pro-rata Bonus shall be payable at the time provided in Section 5(f2(b) below(or, if such payment date would be earlier than the forty-fifth (45th) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to following such termination, on the forty-fifth (345th) 12 months date following such termination). For purposes of clause (B)(1) of this Section 4(b), the EmployeeExecutive shall not be entitled to receive any continued Base Salary payments during the forty-five (45) day period following his termination of employment, and any continued Base Salary payments that would have otherwise been paid to the Executive during such forty-five (45) day period shall be paid to the Executive in a lump-sum on the Company’s then current base salary paid on first pay date following the expiration of such forty-five (45) day period, with any remaining continued Base Salary payments to be made in accordance with the Company’s normal payroll datespractices, (4) the pro-rated portion (based on the number of days as may be in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount effect from time to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stocktime.