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. If, during the Term, the Company terminates Executive’s service without Cause under Section 6(i) hereof or Executive terminates his service for Good Reason under Section 7 hereof, Executive shall be entitled to the following payments and benefits, subject to Section 13: (a) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (b) Any Bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable at the time payment is made to other similarly-situated executives of Company or its Affiliates, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeiture; (c) A pro rata portion of the amount of Bonus, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive’s service terminated. The Company shall determine what annual Bonus, if any, Executive would have earned had he been providing services through the end of the applicable period (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Company’s other similarly-situated executives; provided that, with respect to the personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly-situated executives of the Company, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive would have become vested in such Bonus; (d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Company, for eighteen (18) months following the date of termination; and (e) Cash reimbursement of amounts paid by Executive (sufficient to cover full family health care premiums) for a period of eighteen (18) months following the termination of Executive’s service if Executive elects continuation of coverage. The foregoing notwithstanding, the Company’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be provided to Executive or his dependents beyond that mandated by law. If, during the Term, the Company terminates Executive’s service without Cause under Section 6(i) hereof or Executive terminates his service for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstanding, Executive shall be deemed to have terminated service twelve (12) months following the date of Executive’s actual termination of service.

Without Cause by the Company or for Good Reason by Executive. If, during In the Term, event that the Service Period is terminated by the Company terminates Executive’s service without Cause under pursuant to Section 6(i) hereof or by Executive terminates his service for Good Reason under pursuant to Section 7 hereof, Executive shall be entitled to the following payments and benefits, subject to Section 13payments: (a) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (b) Any Bonus bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable at in a single lump sum as soon as practicable following the time payment is made to other similarly-situated executives date of Company or its Affiliates, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeituretermination; (c) A pro rata portion of the amount of Bonusamount, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive’s 's service terminated. The Company shall determine what annual Bonusbonus, if any, Executive would have earned had he been providing services employed through the end of the applicable period (the “"Base Incentive Amount”"), in accordance with the methods used to calculate the annual Bonus bonuses for the Company’s 's other similarly-situated executives; provided that, with respect to the personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly-situated executives of the Company; provided, but however, that such payment shall be made in a single lump sum payment no event later than two and a half (2½) months after the close last day of the calendar year following the year in which Executive would have become vested in such BonusExecutive's service terminates; (d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Company, for eighteen (18) twelve months following the date of termination; and; (e) Cash reimbursement of amounts paid by Executive (sufficient to cover full family health care premiums) Continued coverage under the Company's medical and dental plans for a period of eighteen (18) twelve months following the termination date of Executive’s service if Executive elects continuation of coveragetermination. The foregoing notwithstanding, In the Company’s obligation to reimburse described in event that the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered Service Period is terminated by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be provided to Executive or his dependents beyond that mandated by law. If, during the Term, the Company terminates Executive’s service without Cause under pursuant to Section 6(i) hereof or by Executive terminates his service for Good Reason under pursuant to Section 7 hereof, for purposes of determining the vested portions of Executive’s 's stock options and any other equity compensation awards then outstandinggranted on or after the date hereof, Executive shall be deemed to have terminated service twelve (12) months following the date of Executive’s 's actual termination of service. In the event that the Service Period is terminated by the Company without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof and such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Equity Plan), all stock options and any other equity compensation awards granted on or after this date hereof and held by Executive on the date of termination shall immediately vest and become non-forfeitable.

Without Cause by the Company or for Good Reason by Executive. If, during the The Employment Term, and Executive’s employment hereunder, may be terminated by the Company terminates without Cause (other than by reason of Executive’s service 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 than 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 under Section 6(i(other than by reason of Executive’s Disability) hereof or by Executive terminates his service for Good Reason under Section 7 hereofReason, Executive shall be entitled to the receive (i) within five (5) days following payments and benefitstermination, subject to Section 13: a lump sum payment of (aA) The Accrued Amounts, as soon as reasonably practicable following any earned but unpaid Base Salary through the date of termination; , (bB) Any any earned but unpaid Bonus that has been actually earned as of or prior to for any calendar year preceding the termination date, but has not been paid, payable at the time payment is made to other similarly-situated executives of Company or its Affiliates, but in no event later than two and a half (2½) months after the close of the calendar 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 right termination of employment, each of which shall be equal to the Bonus is no longer subject to a substantial risk of forfeiture; (cone twenty-fourth ( 1/24) A pro rata portion of the amount 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, upon a termination of Executive’s employment pursuant to this Section 11(c), the Company shall continue to provide health and other welfare benefits to Executive and his spouse and dependents, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive’s service terminated. The Company shall determine what annual Bonus, if any, Executive would have earned had he been providing services through the end of the applicable period (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Company’s other similarly-situated executives; provided that, with respect to the personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly-situated executives of the Company, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive would have become vested in such Bonus; (d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Company, for eighteen (18) months following the date of termination; and (e) Cash reimbursement of amounts paid by Executive (sufficient to cover full family health care premiums) for a two (2) year period of eighteen (18) months following the termination of Executive’s service if Executive elects continuation of coverage. The foregoing notwithstanding, the Company’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be provided to Executive or his dependents beyond that mandated by law. If, during the Term, the Company terminates Executive’s service without Cause under Section 6(i) hereof or Executive terminates his service for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstanding, Executive shall be deemed to have terminated service twelve (12) months following the date of Executive’s actual 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 serviceemployment 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 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.

Without Cause by the Company or for Good Reason by Executive. IfThe 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 Executive's employment is terminated by the Company without Cause (other than by reason of Executive's Disability) or by Executive for Good Reason then Executive shall receive (i) within five (5) days following termination, the Accrued Obligations and (ii) subject to Sections 10(h) and 11(e), (A) within five (5) days following termination, any earned but unpaid Annual Bonus in respect of any of the Company's fiscal years preceding the fiscal year in which the termination occurs, (B) the Pro-Rated Annual Bonus, (C) any unpaid Signing Bonus, (D) if unpaid, the guaranteed 2006 Annual Bonus , (E) cash severance in 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 TermSeverance 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 terminates shall pay to Executive such amount as is necessary to provide Executive’s service without Cause under Section 6(i) hereof or Executive terminates his service for Good Reason under Section 7 hereof, Executive shall be entitled after tax, with an amount equal to the following payments cost of acquiring, for Executive and benefits, subject to Section 13: (a) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (b) Any Bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable at the time payment is made to other similarly-situated executives of Company or its Affiliates, but in no event later than two his spouse and a half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeiture; (c) A pro rata portion of the amount of Bonusdependents, 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 received to pay for such benefits had they been provided through the Company as described above. Notwithstanding the above, if necessary to avoid additional or accelerated taxation pursuant to Section 3(ii) for the year in which Executive’s service terminated. The Company shall determine what annual Bonus, if any, Executive would have earned had he been providing services through the end 409A of the applicable period Internal Revenue Code of 1986, as amended (the “Base Incentive Amount”"Code") in respect of payments to which Executive is entitled pursuant to this Section 10(c), in accordance with the methods used to calculate the annual Bonus for the Company’s other similarly-situated executives; provided that, with respect to the personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of not receive such payments until the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly-situated executives of the Company, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive would have become vested in such Bonus; (d) Continuing payments of Base Salary, payable in accordance with first regular payroll practices of the Company, for eighteen (18) date which occurs at least six months following the date of his termination; and (e) Cash reimbursement of , at which time Executive shall receive a single lump sum payment for all amounts paid by Executive (sufficient to cover full family health care premiums) for a period of eighteen (18) months following the termination of Executive’s service if Executive elects continuation of coverage. The foregoing notwithstanding, the Company’s obligation to reimburse described that would have been payable in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan respect of the employer period preceding such date but for the delay imposed on account of Executive’s spouseSection 409A of the Code, and the remainder of such payments shall thereafter be paid in either case, which does not impose pre-existing condition limitations on Executive’s coverageequal monthly installments for the remainder of the Severance Period. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be Except as provided to Executive or his dependents beyond that mandated by law. If, during the Term, the Company terminates Executive’s service without Cause under Section 6(i) hereof or Executive terminates his service for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstandingherein, 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 10(c) shall be deemed to have terminated service twelve (12) months following determined in accordance with the date plans, policies and practices of Executive’s actual the Company; PROVIDED, HOWEVER, that Executive shall not participate in any severance, separation pay or termination plan, policy or program of servicethe Company.

Without Cause by the Company or for Good Reason by Executive. If, during the The Employment Term, and Executive’s employment hereunder, may be terminated by the Company terminates without Cause (other than by reason of Executive’s service 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 than 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 under Section 6(i(other than by reason of Executive’s Disability) hereof or by Executive terminates his service for Good Reason under Section 7 hereofReason, Executive shall be entitled to the receive (i) within five (5) days following payments and benefitstermination, subject to Section 13: a lump sum payment of (aA) The Accrued Amounts, as soon as reasonably practicable following any earned but unpaid Base Salary through the date of termination; , (bB) Any any earned but unpaid Bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable at the time payment is made to other similarly-situated executives of Company or its Affiliates, but in no event later than two and a half (2½) months after the close of the for any calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeiture; (c) A pro rata portion of the amount of Bonus, if any, Executive would have received pursuant to Section 3(ii) for preceding the year in which the termination occurs, plus (C) a lump sum payment equal to the product of (x) Executive’s service terminated. The Company shall determine what annual Bonus, if any, Executive would have earned had he been providing services through Base Salary (at the end of the applicable period rate then in effect) multiplied by (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Company’s other similarly-situated executives; provided that, with respect to the personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%y) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of days Executive was employed during the calendar days from the beginning of the applicable annual period year in which the termination occurred through the date of termination he was terminated and the denominator of which is 365. Any payment due 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 paragraph shall be paid at the time payment is made to other similarly-situated executives of the Company, but in no event later than two and a half clause (2½ii) months after the close of the calendar year in which Executive would have become vested in such Bonus; (d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Company, for eighteen (18) months following the date of termination; and (e) Cash reimbursement of amounts paid by Executive (sufficient to cover full family health care premiums) for a period of eighteen (18) months following the termination of Executive’s service if Executive elects continuation of coverage. The foregoing notwithstanding, the Company’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be provided to Executive or his dependents beyond that mandated by law. If, during the Term, the Company terminates Executive’s service without Cause under Section 6(i) hereof or Executive terminates his service for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstanding, Executive shall be deemed to have terminated service twelve (12) months 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 actual termination of serviceemployment (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, upon a termination of Executive’s employment pursuant to this Section 11(c), the Company shall continue to provide health and other welfare benefits to Executive and his spouse and dependents, if any, 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 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.