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

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) or by Executive for “Good Reason” (as defined below) following the delivery of a Notice of Termination to the other party. If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive’s compliance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s 's employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s 's Disability) or by Executive for “"Good Reason” " (as defined below) following the delivery of a Notice of Termination to the other party. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive’s 's compliance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s 's employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee’s 's execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s 's employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s 's Disability) following the delivery of a Notice of Termination to Executive or by Executive for “"Good Reason” " (as defined below) following the delivery of a Notice of Termination to the other partyCompany. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of Executive's Disability) or by Executive for Good Reason, Reason then Executive shall receive, receive (i) within thirty five (305) days following termination, a lump sum payment of the Accrued Obligations and (iii) subject to Sections 10(h) and 11(e), (A) within five (5) days following termination, any earned but unpaid Base Salary through Annual Bonus in respect of any of the date of termination and (ii) any earned but unpaid Bonus for any calendar year Company's fiscal years preceding the fiscal year in which the termination occurs. In addition, subject to Executive’s compliance with Sections 9(B) the Pro-Rated Annual Bonus, 10 and 11(C) any unpaid Signing Bonus, Executive shall continue to receive (D) if unpaid, the guaranteed 2006 Annual Bonus , (E) cash severance in bi-weekly installments the form of two (2) times the sum of (x) the Base Salary at the rate in effect at the time of termination and (y) the "Severance Bonus" (as defined below), payable in equal monthly installments over a period of twenty-four (24) months (the "SEVERANCE PERIOD") in accordance with the Company's usual payroll practices, with the first such installment to be paid on the first usual payroll date following Executive's termination of employment, and (F) continued participation in the health insurance benefits of the Company that are provided from time to time to employees of the Company during the Severance Period at the same cost to Executive as that charged to other active employees of the Company; PROVIDED, that the Company's obligation to provide health insurance benefits shall cease with respect to such benefits at the time Executive becomes eligible for such benefits from another employer. To the extent that the health insurance benefits provided for in this Section 10(c) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company's paying the applicable premium for Executive in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")), the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health insurance benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive's termination, after taking into account any amount Executive would have otherwise received to pay for such benefits had they been provided through the first (1st) anniversary of Company as described above. Notwithstanding the date of termination in the case of termination by the Company without Causeabove, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") in respect of payments to which Executive is entitled pursuant to this Section 10(c), Executive will shall not receive such payments until the first twelve (12) installments of the foregoing payments on the six-month anniversary of regular payroll date which occurs at least six months following the date of his termination in termination, at which time Executive shall receive a single lump sum payment for all amounts that would have been payable in respect of the period preceding such date but for the delay imposed on account of Section 409A of the Code, and the remainder of such payments, if any, payments shall thereafter be paid in bi-weekly equal monthly installments through for the first anniversary remainder of the date of terminationSeverance Period. Except as provided herein, Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other accrued and vested benefits, if any, due Executive following a termination pursuant to this Section 8(c10(c) shall be determined in accordance with the plans, policies and practices of the Company; providedPROVIDED, howeverHOWEVER, that Executive shall not participate in any severance severance, separation pay or termination plan, policy or program of the Company. If Executive’s employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) following the delivery of a Notice of Termination to Executive or by Executive for “Good Reason” (as defined below) following the delivery of a Notice of Termination to the Company. If the Company give a notice under Section 1 of its desire not to have the term of this Agreement automatically extended (a “Company Non-Renewal Notice”), then the subsequent termination of Executive’s employment at the end of the Employment Term shall be deemed, for all purposes of this Agreement other partythan as specifically stated below, as a termination by the Company without Cause; provided that this sentence shall not apply if the end of the Employment Term following a Company Non-Renewal Notice falls on or after Executive’s attainment of age 65. If Executive’s employment is terminated by the Company without Cause (other than by reason of Executive’s Disability) or by Executive for Good Reason, Executive shall receive, receive (i) within thirty five (305) days following termination, a lump sum payment of (iA) any earned but unpaid Base Salary through the date of termination and termination, (iiB) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs, plus (C) a pro-rata Target Bonus for the year of termination based on the number of days elapsed in the Fiscal Year prior to such termination (the “Accrued Obligations”) plus (ii) twenty-four (24) monthly payments, commencing on the first day of the month immediately following Executive’s termination of employment, each of which shall be equal to one twenty-fourth ( 1/24) of the sum of (A) two times his Base Salary (at the rate then in effect) and (B) two times his Target Bonus; provided that if such termination is at the end of the Employment Term following the Company giving a Company Non-Renewal Notice as described above, then Executive shall receive under this clause (ii) twelve (12) monthly payments, commencing on the first day of the month immediately following Executive’s termination of employment, each of which shall be equal to one-twelfth ( 1/12) of the sum of (A) one times his Base Salary (at the rate then in effect) and (B) one times his Target Bonus. In addition, subject to upon a termination of Executive’s compliance with Sections 9employment pursuant to this Section 11(c), 10 and 11, Executive the Company shall continue to receive in bi-weekly installments the Base Salary provide health and other welfare benefits to Executive would have otherwise received through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of and his termination in a lump sum payment spouse and the remainder of such paymentsdependents, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of for a two (2) year period following the date of Executive’s termination, as are provided from time to time to actively employed senior executives of the Company; provided, that the Company’s obligation to provide a health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible for such benefit from another employer. To the extent that the health and other welfare benefits provided for in this Section 11(c) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive’s termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c) 11(c), including benefits, if any, under any long-term incentive award, shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s 's employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s 's Disability) following the delivery of a Notice of Termination to Executive or by Executive for “"Good Reason” " (as defined below) following the delivery of a Notice of Termination to the other partyCompany. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of Executive's Disability) or by Executive for Good Reason, Reason then Executive shall receive, receive (i) within thirty ten (3010) days following termination, a lump sum payment of the Accrued Obligations and (iii) subject to Sections 13(h) and 14(f), (A) within ten (10) days following termination, any earned but unpaid Base Salary through Annual Bonus in respect of any of the date of termination and (ii) any earned but unpaid Bonus for any calendar year Company's fiscal years preceding the fiscal year in which the termination occurs. In addition, subject (B) if unpaid, the 2008 Annual Bonus Minimum, (C) cash severance consisting of (x) an amount equal to two (2) times the "Severance Bonus" (as defined below), payable in equal monthly installments over a period of twenty-four (24) months immediately following Executive’s compliance 's termination of employment (the "Severance Period") in accordance with Sections 9the Company's usual payroll practices, 10 with the first such installment to be paid on the first usual payroll date following Executive's termination of employment and 11, Executive shall continue to receive in bi-weekly installments (y) the "Present Value" (as defined below) of two (2) times the Base Salary Executive would have otherwise received through at the first (1st) anniversary rate in effect at the time of the date of termination in the case of termination by the Company without Causetermination, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination payable in a lump sum payment within fourteen (14) days following termination of employment pursuant to this Section 13(c), and (D) if requested by Executive, continued participation during the remainder Severance Period in the health insurance benefits of the Company that are provided from time to time to employees of the Company during the Severance Period at the same cost to Executive as that charged to other active employees of the Company; provided, that the Company's obligation to provide health insurance benefits shall cease with respect to such paymentsbenefits at the time Executive becomes eligible for such benefits from another employer. To the extent that the health insurance benefits provided for in this Section 13(c) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company's paying the applicable premium for Executive in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")), the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, shall thereafter on a non-group basis, for the required period, those health insurance benefits that would otherwise be paid in bi-weekly installments lost to Executive and his spouse and dependents as a result of Executive's termination, after taking into account any amount Executive would have to pay for such benefits had they been provided through the first anniversary of the date of terminationCompany as described above. Except as provided herein, Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other accrued and vested benefits, if any, due Executive following a termination pursuant to this Section 8(c13(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance severance, separation pay or termination plan, policy or program of the Company. If Executive’s employment is terminated pursuant to For purposes of this Section 8(c)Agreement, the continued payment of Base Salary "Severance Bonus" shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.mean:

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) or by Executive for “Good Reason” (as defined below) following the delivery of a Notice of Termination to the other party. If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive’s compliance with Sections 9Sections(i), 10 (j) and 11(k), Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination termination, in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c(h)(iii) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant to this Section 8(c(h)(iii), the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) following the delivery of a Notice of Termination to Executive or by Executive for “Good Reason” (as defined below) following the delivery of a Notice of Termination to the Company. If the Company gives a notice under Section 1 of its desire not to have the term of this Agreement automatically extended (a “Company Non-Renewal Notice”), then the subsequent termination of Executive’s employment at the end of the Employment Term shall be deemed, for all purposes of this Agreement other partythan as specifically stated below, as a termination by the Company without Cause; provided that this sentence shall not apply if the end of the Employment Term following a Company Non-Renewal Notice falls on or after Executive’s attainment of age 65. If Executive’s employment is terminated by the Company without Cause (other than by reason of Executive’s Disability) or by Executive for Good Reason, Executive shall receive, receive (i) within thirty five (305) days following termination, a lump sum payment of (iA) any earned but unpaid Base Salary through the date of termination and termination, (iiB) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs, plus (C) a lump sum payment equal to the product of (x) Executive’s Base Salary (at the rate then in effect) multiplied by (y) a fraction, the numerator of which is the number of days Executive was employed during the calendar year in which he was terminated and the denominator of which is 365 (collectively, the “Accrued Obligations”) plus (ii) twenty-four (24) monthly payments, commencing within sixty (60) days following Executive’s termination of employment, each of which shall be equal to one twenty-fourth ( 1/24) of the sum of (A) two times his Base Salary (at the rate then in effect) and (B) two times his Target Bonus; provided that if such termination is at the end of the Employment Term following the Company giving a Company Non-Renewal Notice as described above, then Executive shall receive under this clause (ii) twelve (12) monthly payments, commencing within sixty (60) days following Executive’s termination of employment, each of which shall be equal to one-twelfth ( 1/12) of the sum of (A) one times his Base Salary (at the rate then in effect) and (B) one times his Target Bonus. In the event that Executive is entitled to receive the payments described under clause (ii) from the preceding sentence and the commencement of such payments is delayed beyond the first day of the calendar month immediately following the date of Executive’s termination of employment (the “Normal Severance Payment Date”), then the payment date for all subsequent monthly payments shall be determined as if the payments had commenced on the Normal Severance Payment Date. In addition, subject to upon a termination of Executive’s compliance with Sections 9employment pursuant to this Section 11(c), 10 and 11, Executive the Company shall continue to receive in bi-weekly installments the Base Salary provide health and other welfare benefits to Executive would have otherwise received through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of and his termination in a lump sum payment spouse and the remainder of such paymentsdependents, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of for a two (2) year period following the date of Executive’s termination, as are provided from time to time to actively employed senior executives of the Company; provided, that the Company’s obligation to provide a health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible for such benefit from another employer. To the extent that the health and other welfare benefits provided for in this Section 11(c) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall purchase for Executive from third party providers health or welfare plan coverage on a non-group basis, for the required period, substantially similar (including tax effects) to those health and other welfare benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive’s termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c) 11(c), including benefits, if any, under any long-term incentive award, shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.