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

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his employment with the Company at any time for Good Reason. If the Company 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 of employment other than Base Salary and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.

Termination Without Cause; Termination for Good Reason. The Upon the termination of Executive’s employment either by Executive with Good Reason, or by the Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his employment with shall be entitled to receive from the Company at any time for Good Reason. If the Company 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 of employment other than Base Salary and other benefitsAccrued Obligations, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive which shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 following such Termination Date, (ii) any earned Annual Bonus for the giving fiscal year during which the Termination Date occurred (and the Annual Bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with the Company’s usual bonus payment schedule, (iii) continued payment of such noticeExecutive’s Base Salary for a period of twenty-four (24) agreed to by months commencing on the Termination Date, payable in accordance with the standard payroll practices of the Company, set forth and (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such notice Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) and (iii) directly above shall be subject to Executive executing an effective Release within sixty (60) days following the Termination Date and Executive’s continued compliance with the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of terminationsuch programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependents if applicable) for the cost of obtaining comparable coverage.

Termination Without Cause; Termination for Good Reason. The Upon the termination of Executive’s employment either by Executive with Good Reason, or by the Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his employment with shall be entitled to receive from the Company at any time for Good Reason. If the Company 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 of employment other than Base Salary and other benefitsAccrued Obligations, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive which shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 following such Termination Date, (ii) any earned Annual Bonus for the giving fiscal year during which the Termination Date occurred (and the Annual Bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with the Company’s usual bonus payment schedule, (iii) continued payment of such noticeExecutive’s Base Salary for a period of twenty-four (24) agreed to by months commencing on the Termination Date, payable in accordance with the standard payroll practices of the Company, set forth and (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such notice Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) and (iii) directly above shall be subject to Executive executing an effective Release within sixty (60) days following the Termination Date and Executive’s continued compliance with the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of terminationsuch programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants if applicable) for the cost of obtaining comparable coverage.

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's ’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate his the Executive’s employment with the Company at any time for Good Reason. If the Company or the Executive terminates the Executive's ’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 of employment (as defined below in this Section 5.2) other than Base 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 pending bonus periods in the current year (to the extent the performance goals for any such pending bonus period are subsequently determined to have been achieved) and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination of employmentTermination); , (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, (as follows: (Xdefined below in this Section 5.2) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on payable no later than 30 days after the Effective Date of Termination equal to 75% of the Severance Payment amount; Termination, (iii) all unvested equity awards held by the Executive shall become fully vested and exercisable; vest, provided, however, that if the equity awards are subject to performance vesting requirements such vesting will only occur to the extent the performance goals for any pending bonus period are subsequently determined to have been achieved, (iv) the Executive shall continue to receive health benefits for 12 months and (ivv) this Agreement shall otherwise terminate upon such termination the Effective Date of employment the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.87.13); provided. Notwithstanding the foregoing sentence, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his the Executive's employment with the Company at any time for Good Reason. If the Company or the Executive terminates the Executive's employment 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 effective date of the Termination termination of employment other than Base Annual Salary and other benefits, including payment for accrued but unused vacation benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date effective date of the Termination termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date effective date of the Termination termination of employment); (ii) the Executive shall receive (A) a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means two times the sum of: of (ix) the Executive's Base Annual Salary (as in effect on the day effective date of such termination) payable no later than 30 days after such termination and (iiy) the ExecutiveTermination Bonus payable no later than 30 days after such termination (or, if later, as soon as practicable, but in no event more than 30 days after, the amount of the Termination Bonus is known) and (B) for a period of two years after termination of employment such continuing health benefits (including any medical, vision or dental benefits), under the Company's Average Annual Bonus. The Executive's "Average Annual Bonus" means health plans and programs applicable to senior executives of the average bonus actually paid Company generally as the Executive would have received under this Agreement (and at such costs to the Executive with respect Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to the prior two (2) calendar years or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of such termination and (ii) the Executive's Average Annual Bonus if that may have favorably affected such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.benefits); it being

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's ’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate his the Executive’s employment with the Company at any time for Good Reason. If the Company or the Executive terminates the Executive's ’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 of employment (as defined below in this Section 5.2) other than Base 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 (but excluding any bonuses except as provided in clause (ii) below) vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination of employmentTermination); , (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, (as follows: (Xdefined below in this Section 5.2) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on payable no later than 30 days after the Effective Date of Termination equal to 75% of the Severance Payment amount; Termination, (iii) all unvested equity awards held by the Executive shall become fully vested vest, (iv) the Executive shall receive accelerated full vesting of Executive’s supplemental executive retirement plan and exercisable; payment in accordance with its terms, (v) the Executive shall continue to receive health benefits for eighteen (18) months and (ivvi) this Agreement shall otherwise terminate upon such termination the Effective Date of employment the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.87.13); provided, however, that in . Notwithstanding the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.foregoing sentence,

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's ’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate his the Executive’s employment with the Company at any time for Good Reason. If the Company or the Executive terminates the Executive's ’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 of employment (as defined below in this Section 5.2) other than Base 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 (but excluding any bonuses except as provided in clause (ii) below) vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination of employmentTermination); , (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, (as follows: (Xdefined below in this Section 5.2) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on payable no later than 30 days after the Effective Date of Termination equal to 75% of the Severance Payment amount; Termination, (iii) all unvested equity awards held by the Executive shall become fully vested and exercisable; vest, (iv) the Executive shall continue to receive health benefits for 12 months and (ivv) this Agreement shall otherwise terminate upon such termination the Effective Date of employment the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.87.13); provided. Notwithstanding the foregoing sentence, however, that in the event that if the Company elects not to renew this Agreement at the end terminates Executive’s employment Without Cause or Executive terminates employment for Good Reason within 12 months of the Term and following any renewal of this Agreement and for all periods thereaftera Change in Control, the Executive shall not be entitled have no right to a Severance Payment. The "Severance Payment" means receive any compensation or benefit hereunder on and after the sum of: Effective Date of the Termination (as defined below in this Section 5.2) other than (i) the Executive's Base Executive shall receive his Annual Salary in effect on the day of termination earned and (ii) the Executive's Average Annual Bonus. The Executive's "Average Annual Bonus" means the average bonus actually paid accrued under this Agreement prior to the Executive with respect to the prior two (2) calendar years or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.the

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his the Executive's employment with the Company at any time for Good Reason. If the Company 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 effective date of the Termination termination of employment other than Base Annual Salary and other benefits, including payment for accrued but unused vacation benefits (but excluding any bonuses except as provided in the Bonus Plan and clause (ii) below) earned and accrued under this Agreement prior to the Effective Date effective date of the Termination termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date effective date of the Termination termination of employment); (ii) the Executive shall receive (A) a cash payment equal to one (1) times the Severance Payment payableExecutive's Annual Salary (as in effect on the effective date of such termination) payable no later than 30 days after such termination and (B) for a period of one (1) year after termination of employment such continuing health benefits (including any medical, vision or dental benefits), under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the election Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increases 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 benefits from another employer or recipient of the Executive's services (and provided, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive further, that such entitlement shall be paid pro rata on a monthly basis determined without regard to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, any individual waivers or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amountother arrangements); (iii) all equity awards outstanding unvested options held by the Executive shall become fully vested vest and exercisablesuch 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 Executive shall have no further rights hereunder (except as provided in Section 7.87.14); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.

Termination Without Cause; Termination for Good Reason. The Company may terminate Upon the termination of the Executive's ’s employment at any time as a result of a Termination without Cause, for any reason Cause or no reason and the Executive may terminate his employment with the Company at any time for Good Reason. If , the Executive shall not have any further rights or claims against the Company or under this Agreement except the Executive terminates the Executive's employment and such termination is not described in Section 4 or Section 5.1, right to receive (i) the payments and other rights provided for in Section 10(a) hereof and (ii) severance benefits in the form of (A) a continuation of the Executive’s base salary as in effect immediately prior to such termination (but without regard to any reduction in base salary that was the event of Good Reason) for a period of 12 months following the effective date of such termination; and (B) 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 Code of 1986, as amended (the “Code”), the Company shall reduce the COBRA premiums that the Executive is required to pay during the first twelve (12) months following the Executive’s termination of employment to that the Company charges to its active employees for the same level of group health coverage; provided, however, that the severance benefits described in clause (b)(ii) herein shall be provided in consideration for, and only after the Executive executes a General Release (which shall be provided on or about the date of termination) containing terms reasonably satisfactory to the Company within the time specified therein, but in no event later than fifty (50) days following the Executive’s termination of employment. Subject to Section 24 hereof, if the Executive timely executes such General Release and the applicable revocation period with respect to such General Release lapses, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date first two (2) months of the Termination of employment other than Base Salary and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except Executive’s salary continuation as provided in clause (ii) belowherein sixty (60) earned and accrued under this Agreement prior to days after the Effective Date of the Termination Executive’s termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts remaining payments in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by ’s payroll practices. If the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and does not timely execute the General Release or if the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in revokes the event that General Release within the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafterapplicable revocation period prescribed by law, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base Salary in effect on the day of termination receive any severance benefits 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 will be required to the prior pay one hundred two (2) calendar years or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65102%) of Executive's Base Salary. The Severance Payment shall be increased to three the applicable premium (3as defined in Code Section 4980B) times the sum of: (i) for any COBRA continuation coverage elected by the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his employment with the Company at any time for Good Reason. If the Company or the Executive terminates the Executive's employment and such termination is not described in Section 4 or Section 5.1, or the Company does not elect to renew the Term of this Agreement, (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 Base Salary and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred fifty percent (10050%) of the aggregate amount due to the Executive shall be paid to the Executive on the Effective Date of Termination and the remaining fifty percent (50%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 18 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.and

Termination Without Cause; Termination for Good Reason. The Company may terminate Upon the termination of the Executive's ’s employment at any time without Cause, for any reason as a result of a Termination Without Cause or no reason and the Executive may terminate his employment with the Company at any time for Good Reason. If , the Executive shall not have any further rights or claims against the Company or under this Agreement except the Executive terminates the Executive's employment and such termination is not described in Section 4 or Section 5.1, 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 (but without giving effect to any reduction in base salary that triggered a Good Reason termination) for a period of 12 (twelve) months following the effective date of such termination, subject to Section 24, (iii) a lump sum payment equal to the then accrued portion of the Executive’s Target Bonus Amount as in effect immediately prior to such termination (which includes, for the sake of clarity any accrued bonus for the year prior to the date of termination to the extent not previously paid and for the year of termination), payable within 60 days of termination (subject to Section 24), (iv) to the extent unvested the option granted by the Company to the Executive shall have no right on May 18, 2010 would be deemed fully vested on the date of termination and (v) to the extent that the Executive has elected and is continuing to receive any compensation or benefit hereunder on and after COBRA continuation coverage under the Effective Date Company’s group health plan in accordance with Section 4980B of the Termination Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reduce the COBRA premiums that the Executive is required to pay during the first 12 (twelve) months following his termination of employment other than Base Salary and other benefitsto that amount that the Company charges its active employees for the same level of group health coverage. Notwithstanding the foregoing, including payment for accrued but unused vacation (but excluding any bonuses except as provided the severance benefits described in clause (ii), (iii) belowand (iv) earned above and accrued under this Agreement prior the COBRA premium subsidy described in clause (v) above shall be provided in consideration for, and expressly conditioned upon, the Executive’s execution of a binding General Release (which shall be provided on or about the date of termination) containing terms reasonably satisfactory to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election Company within 45 days of the Executive’s termination of employment. Subject to Section 24, as follows: (X) one hundred percent (100%) of the aggregate amount due to if the Executive shall be paid pro rata on a monthly basis timely executes such General Release and the applicable revocation period with respect to such General Release lapses, the Executive over a period will receive the first two months of 12 months in equal pro rata amounts severance payments 60 days after his termination of employment and the remaining payments in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by ’s payroll practices. If the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and does not timely execute the General Release or if the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in revokes the event that General Release within the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafterapplicable revocation period prescribed by law, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means receive any severance payments and the sum of: Executive will be required to pay 102% of the applicable premium (ias defined in Code Section 4980B) for any COBRA continuation coverage elected by the Executive's Base 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 or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. 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 giving of such notice) agreed to by the Company, set forth in such notice of termination.

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his ’s employment with the Company without Cause at any time by providing prior written notice of at least 3 months, in accordance with Section 7 below. Unless otherwise specified by the Company, the date that is 3 months following the receipt of such notice shall constitute the “Date of Termination”. The Company may replace the Date of Termination with a later date in its sole discretion upon written notice to Executive. Under such circumstances, the Company shall not be required to provide any prior period of notice. Executive may terminate his/her employment for Good ReasonReason (as defined below) at any time, subject to the notice and cure provisions described below (for purposes of this Section 4.a, the termination date specified in any such notice shall constitute also constitute a “Date of Termination”). If Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason pursuant to this Section 4.a, the Executive terminates the Company shall pay or provide to 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 Executive’s earned but unpaid Base Salary accrued through such Date of the Termination of employment other than Base Salary and other benefitsTermination, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) belowaccrued but unpaid vacation time through such Date of Termination, (iii) earned and accrued under this Agreement reimbursement of any business expenses incurred by Executive prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Executive shall become fully vested and exercisable; that are reimbursable under Section 3.f above, and (iv) this Agreement shall otherwise terminate upon such termination any vested benefits and other amounts accruing prior to the Date of employment and Termination due to Executive under any employee benefit plan (within the Executive shall have no further rights hereunder meaning of Section 3(3) of the Employee Retirement Income Security Act) (except as provided in Section 7.8collectively, the “Accrued Obligations”); provided. In addition, however, that in the event that of Executive’s employment being terminated without Cause or for Good Reason, subject to Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 4.f below and Executive’s continued compliance with the Company elects not to renew this Agreement at the end terms of the Term Confidential Information and following any renewal of this Employee Development Agreement and for all periods thereafter(set forth as Exhibit A hereto), the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: following payments and benefits from the Company (i) the “Severance”): continued payment of Executive's ’s Base Salary at the rate 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 or if no bonus has been paid in either as of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Control. For purposes of this Section 5.2, the "Effective Date of Termination for a period of 6 months following the Date of Termination" shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) agreed to by the Company, set forth in such notice of termination.

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's ’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate his the Executive’s employment with the Company at any time for Good Reason. If the Company or the Executive terminates the Executive's ’s employment and such termination is not described in Section 4 or Section 5.15.1 or if the Company provides a notice of non-renewal of this Agreement prior to the Executive’s 66th birthday, (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 (as defined below in this Section 5.2) other than Base 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, and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination of employmentTermination); , (ii) notwithstanding item (i) above of this Section 5.2, the Executive shall receive in addition to the compensation described in item (i) above of this Section 5.2, a cash payment equal to the Severance Payment payable, at the election of the Executive, (as follows: (Xdefined below in this Section 5.2) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on payable no later than 30 days after the Effective Date of the Termination equal to 75% of the Severance Payment amount; and (iii) all equity awards held by the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination the Effective Date of employment the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.89.13); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a . The “Severance Payment. The "Severance Payment" ” means one (1) times the sum of: (i) the Executive's Base ’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 ’s target bonus for the average bonus actually paid to calendar year in which the Executive with respect to the prior two (2) calendar years Effective Date of Termination occurs, or if no target bonus for such calendar year has been paid in either set on or prior to the Effective Date of Termination, the target bonus for the prior two year, provided that, if the Effective Date of Termination occurs within 365 days following the occurrence of a Change in Control (2) calendar yearsas defined below in this Section 5.2), Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The the Severance Payment shall be increased to three means one and one half (31 1/2) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus if such termination occurs after a Change in Controlaforesaid sum. For purposes of this Section 5.2, (i) the "“Effective Date of the Termination" ” shall mean the date on which a of termination specified in the Company’s or the Executive’s notice of termination termination, as applicable, and (ii) a “Change in Control” shall be deemed to occur upon the consummation of (x) the sale of all or substantially all of the assets of the Company to another person, (y) a merger, consolidation or reorganization of the Company with one or more other persons where the Company is given not the surviving person unless all or any later date (within thirty (30) days after substantially all of the giving persons who were the beneficial owners, respectively, of such notice) agreed to by the combined voting power of all classes of stock of the Company, set forth immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of all class of stock of the person resulting from such transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such notice transaction or (z) a merger, acquisition or other transaction in which the Company is the surviving corporation that results in any person (other than persons who are holders of termination5% or more of the stock of the Company at the time the transaction is approved by the shareholders and other than any affiliate) acquiring beneficial ownership of more than 50% of the combined voting power of all classes of stock of the company, excluding any change in voting control arising as a result of the conversion of Class B common stock, par value $.01 per share, of the Company, to Class A Common Stock or any distribution by RF Investors, L.L.C. to any of its direct or indirect owners, investors or their respective affiliates (within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as amended).