Common use of Upon Termination by the Company Without Cause or by Executive for Good Reason Clause in Contracts

Upon Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason under Sections 2.2 (b) or (f), the Company will pay Executive: the Accrued Base Salary; the Accrued Vacation Payment; the Accrued Reimbursable Expenses; the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; an amount equal to 1.0 times the sum of: (A) Executive's then current Base Salary; plus (B) an amount equal to the Annual Incentive Bonus which was paid to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the Annual Incentive Bonus as if the target bonus was received for that year); plus (C) the Long Term Grant Restricted Shares granted to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the number of Long Term Grant Restricted Shares as if the target share award was received for that year); provided, however, that the payment to Executive pursuant to this Section 3.5 (c)(vi) shall in no event exceed an amount which would cause Executive to receive an "excess parachute payment" as defined in the Internal Revenue Code of 1986, as amended (the "Code"); and any Accrued Bonus. In addition, if Executive's employment is terminated under this Section 3.5(c), any Long Term Grant Restricted Shares issued to Executive under this Agreement shall immediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason under Sections Section 2.2 (b) or (f), the Company will pay Executive: : (i) the Accrued Base Salary; ; (ii) the Accrued Vacation Payment; ; (iii) the Accrued Reimbursable Expenses; ; (iv) the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; ; (v) an amount equal to 1.0 2.0 times the sum of: (A) Executive's ’s then current Base Salary; plus (B) an amount equal to the Annual Incentive Bonus which was paid to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the Annual Incentive Bonus as if the target threshold level bonus was received for that year)(hereinafter described in Exhibit A) had been received; plus (C) the Long Term Grant Restricted Shares granted to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the number of Long Term Grant Restricted Shares as if the target share award was had been received for that year); provided, however, that the payment to Executive pursuant to this Section 3.5 (c)(vi) shall in no event exceed an amount which would cause Executive to receive an "“excess parachute payment" ” as defined in the Internal Revenue Code of 1986, as amended (the "“Code"”); and any ; (vi) the Accrued Bonus. ; and (vii) In addition, if Executive's ’s employment is terminated under this Section 3.5(c), any Long Term Grant Restricted Shares issued to Executive under this Agreement shall immediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason under Sections Section 2.2 (b) or (f), the Company will pay Executive: : (i) the Accrued Base Salary; ; (ii) the Accrued Vacation Payment; ; (iii) the Accrued Reimbursable Expenses; ; (iv) the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; ; (v) an amount equal to 1.0 times the sum of: (A) Executive's ’s then current Base Salary; plus (B) an amount equal to the Annual Incentive Bonus which was paid to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the Annual Incentive Bonus as if the target bonus was had been received for that year); plus (C) the Long Term Grant Restricted Shares granted to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the number of Long Term Grant Restricted Shares as if the target share award was had been received for that year); provided, however, that the payment to Executive pursuant to this Section 3.5 (c)(vi) shall in no event exceed an amount which would cause Executive to receive an "“excess parachute payment" ” as defined in the Internal Revenue Code of 1986, as amended (the "“Code"”); and any and (vi) the Accrued Bonus. ; and (vii) In addition, if Executive's ’s employment is terminated under this Section 3.5(c), any Long Term Grant Restricted Shares issued to Executive under this Agreement shall immediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason under Sections Section 2.2 (b) or (f), the Company will pay Executive: : (i) the Accrued Base Salary; ; (ii) the Accrued Vacation Payment; ; (iii) the Accrued Reimbursable Expenses; ; (iv) the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; ; (v) an amount equal to 1.0 times the sum of: (A) Executive's ’s then current Base Salary; plus (B) an amount equal to the Annual Incentive Bonus which was paid to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the Annual Incentive Bonus as if the target threshold level bonus was received for that year)(hereinafter described in Exhibit A) had been received; plus (C) the Long Term Grant Restricted Shares granted to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first year of the Initial Term, then the number of Long Term Grant Restricted Shares as if the target share award was had been received for that year); provided, however, that the payment to Executive pursuant to this Section 3.5 (c)(vi) shall in no event exceed an amount which would cause Executive to receive an "“excess parachute payment" ” as defined in the Internal Revenue Code of 1986, as amended (the "“Code"”); and any ; (vi) the Accrued Bonus. ; and (vii) In addition, if Executive's ’s employment is terminated under this Section 3.5(c), any Long Term Grant Restricted Shares issued to Executive under this Agreement shall immediately vest and shall no longer be subject to forfeiture by Executive.