Common use of Without Cause; For Good Reason Clause in Contracts

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If The Executive’s employment may be terminated during the Employment Period: (i) by the Company without Cause; or (ii) by the Executive for Good Reason. In the event that the Executive’s employment is terminated under this Section 6(f) (whether by the Company without Cause before expiration or by the Executive), the Termination Date shall be no earlier than 30 days following the date on which a notice of termination is delivered by one party to the Termother. In the event that the Executive’s employment is terminated under this Section 6(f), or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive (or his legal representativesestate or representative, other than for payment of: as the case may be) shall be entitled to receive: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued ObligationsBenefits; and (2) executive level career outplacement services by a mutually agreeable outplacement firm and paid for, as actually incurred by Executive, by the Accrued IncentivesCompany. The Executive must commence the outplacement services no later than sixty (60) days following his Termination Date and in no event shall such services be provided beyond December 31 of the second year following the year of termination or, which if earlier, the first acceptance by the Executive of an offer of employment; and (3) the Pro Rata Annual Incentive as defined in Section 6(c)(iii) above. The Pro Rata Annual Incentive shall be payable in accordance with the terms and conditions of the relevant underlying Incentive PlansPlan and at the same time payments are made to other Company executives pursuant to such Incentive Plan; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and and (4) subject a lump sum payment in cash equal to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary and Target Incentive Opportunity as in effect on the Termination Date multiplied by one and one/half (1.5) (the “Separation Payment”). The Separation Payment shall be payable as follows: (A) an amount equal to the least of the following: (I) the Separation Payment amount; or (II) two (2) times the Executive’s Base Salary as in effect on the Termination Date; or (“Salary Continuation Payments”III) two (2) times the annual compensation limit under Code Section 401(a)(17) (i.e., $460,000 for 2008) shall be paid to the Executive in a lump sum thirty (30) days following Executive’s Termination Date; and (B) the remainder of the Separation Payment amount, if any, shall be paid to the Executive in a lump sum on the seventh month anniversary of the Executive’s Termination Date. In addition, an Executive whose employment is terminated under this Section 6(f) shall be eligible for the continuation of medical plan benefits at the levels in effect as of the Termination Date at no additional cost to the Executive than that which was in effect as of the Termination Date for a period of 12 monthsone year; provided, that such medical benefits shall be reduced to the extent comparable medical benefits are made available to the Executive from a successor employer, and the Executive shall be obligated to report such benefits to the Company. Any installments continuing medical coverage pursuant to this clause is intended to be exempt from Code Section 409A to the extent permitted under Treasury Regulation §1.409A-1(B)(9)(v)(B) or §1.409A-3(I)(1)(iv)(B). However, if it is determined that the continuing medical coverage pursuant to this clause does not qualify for exemption under Code Section 409A the medical coverage will expire as of the Severance Payments thatTermination Date. If the medical coverage expires early, as provided in accordance the previous sentence, the Company shall provide Executive with customary payroll practicesa lump sum cash payment equal to twelve (12) times the then applicable monthly premium for the relevant medical plan which the Executive participated in. Such lump sum payment amount, would have typically been made during the Release Consideration Period shall accumulate and shall then if any, will be paid no later than sixty (60) days after the date on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”which such medical coverage expires.

Without Cause; For Good Reason. If during the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the TermEmployment Period, the Company shall have terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) the Company shall pay to Executive as soon as reasonably practicable but no further payment obligations to later than the Executive or his legal representatives, other than for payment of: (1) 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum in cash within thirty to the extent not previously paid, (30A) days after the Annual Base Salary through the Date of Termination Termination, (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or such earlier date as required by benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of such plans or law (clauses (A)-(C), the Incentive Plans; “Accrued Obligations”); (3ii) to the extent such termination occurs prior to the consummation of a Qualifying Acquisition, subject to Section 4(f4(e) below, after the Date of Termination, the Company will pay Executive a lump-lump sum cash payment, amount equal to be made on the first normal payroll date following the Release Consideration Period Two Hundred Fifty Thousand ($250,000) (the “Initial Severance Payment”). The Severance Payment Date”shall be made in a lump sum on the date that is sixty (60) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon days following the Date of Termination the Executive has not been employed for three complete fiscal yearsTermination, then the average of the annual bonuses paid subject to the Executive for the years employed with the Company (the “Average Bonus”); terms and (4) subject to conditions in Section 4(f4(e) below. For the avoidance of doubt, beginning on Executive shall have no entitlement to the Initial Severance Payment Date and thereafter in accordance connection with any termination that occurs following the customary payroll practices consummation of the Company, continuation a Qualifying Acquisition but shall retain his rights to vesting of the Executive’s Base Salary in effect on the Date Restricted Stock upon consummation of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively Qualifying Acquisition within six months after termination as the “Severance Payments”provided under Section 2(c)(ii).

Without Cause; For Good Reason. If during the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the TermEmployment Period, the Company shall have terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) the Company shall pay to Executive as soon as reasonably practicable but no further payment obligations to later than the Executive or his legal representatives, other than for payment of: (1) 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in cash within thirty accordance with the terms of such plans or law (30clauses (A)-(C), the “Accrued Obligations”); (ii) subject to Section 4(e) below, the Company shall pay Executive an amount equal to one times (lx) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days after following the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions first installment inclusive of the Incentive Plansinstallments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”); and (3iii) subject to Section 4(f4(e) below, after a lump-sum cash payment, to be made on the first normal payroll date Date of Termination occurring following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average third quarter of the annual bonuses paid to Company’s fiscal year, the Company shall pay Executive for as soon as reasonably practicable but no later than the three immediately preceding completed fiscal years, or (y) if upon 15th day of the third month following the end of the calendar year that contains the Date of Termination a prorated bonus for the Executive has not been employed for three complete fiscal yearsyear of termination based on the number of days in such year elapsed through the Date of Termination, then with the average amount thereof determined based on the actual result of the annual Company for such year and payable when bonuses for such year are generally paid to the Executive for the years employed with employees of the Company (the “Average Prorated Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 24 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If during the Term of Employment the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration pursuant to Section 4(d) of the Termthis Agreement, or if the Executive resigns his employment for Good Reason before expiration under Section 4(e), the Company shall pay the Executive (i) an amount equal to one (1) year of his Base Salary at the rate in effect as of the TermTermination Date (without regard to any reduction in Base Salary that gave rise to Good Reason); (ii) the Base Salary that the Executive would have received had he remained employed through the Expiration Date (without regard to any reduction in Base Salary that gave rise to Good Reason) (together with the amount set forth in (i) the “Severance”); (iii) the Bonus Payments; (iv) the COBRA Premiums for the until the date that is one (1) year following the Termination Date or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer; and (v) the Accrued Obligations. Payment of the Severance, the Bonus Payments, and the COBRA Premiums are conditioned on the Executive executing a general release of claims releasing all of his claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement that are intended to survive Executive’s termination of employment or any vested rights under any Company plan or arrangement) (the “Release”) and the Release becoming effective and irrevocable prior to the sixtieth (60th) day following the Termination Date. The Severance will be paid in a lump sum amount on the sixtieth (60th) day following the Termination Date. The Bonus Payments will be paid when such bonuses would have been paid had the Executive remained employed by the Company. The Accrued Obligations will be paid on the next regularly scheduled payroll date following the Termination Date. Thereafter, the Executive acknowledges that the Company shall have no further payment obligations obligation to the Executive or his legal representativesunder this Agreement. Notwithstanding the foregoing, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to if the Executive for the three immediately preceding completed fiscal yearsis at any time in breach of Sections 7 or 8 of this Agreement, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”will have no obligations under this Section 5(c); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the TermTerm but not within the Protected Period (as defined below), or if the Executive resigns for Good Reason before expiration of the TermTerm but not within the Protected Period, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) the Accrued Obligations, which shall be payable in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations); (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period Period, but no later than March 14 of the calendar year following the calendar year in which the Date of Termination occurs (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the if, as ofthe Date of Termination Termination, the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive Executive, excluding any pro-rated bonuses, for the years employed with the Company Company, or (z) if, as of the Date of Termination, the Executive has not been eligible for and received an annual bonus or has only received a pro-rated bonus, eighty percent (80%) of the Executive’s Base Salary as of the Date of Termination (the “Average Bonus”); and (4) subject to Section 4(f) and Section 4(g) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If The Company may terminate the Executive’s 's employment is terminated by the Company without Cause before expiration and the Executive may terminate her employment for Good Reason. The Company's written notice to the Executive that the Term shall not be extended as provided in Sections 2(b) or (c) hereof shall constitute a termination of the TermExecutive's employment without Cause. If, or if the Executive resigns for Good Reason before expiration of during the Term, the Company terminates the Executive's employment without Cause, other than due to Disability, or the Executive terminates her employment for Good Reason, then in lieu of any amount otherwise payable under this Agreement, or as damages for termination of Executive's employment without Cause, the Executive shall, subject to Section 20, be entitled to receive: i) Accrued Obligations; ii) A cash severance payment (reduced by any applicable payroll or other taxes required to be withheld) equal to the product of three (3) times the sum of the Executive's annual salary for the current year plus her target annual incentive payment for the current year (provided that if the notice of termination is given prior to the determination of the Executive's salary or target annual incentive payment for the year in which the notice of termination is given, then the amounts shall have no further be the annual salary for the prior year and the greater of the target annual incentive payment obligations for the prior year or the actual annual incentive payment earned by the Executive for the prior year), payable in three equal installments on the six-month, eighteen-month and thirty-month anniversaries of the date of the Executive's termination of employment. The current year shall be (A) for purposes of determining annual salary, the year then generally used by the Company for setting salaries for senior-level executives, and (B) for purposes of determining target annual incentive payment, the year then generally used by the Company for setting target annual incentive payments for senior-level executives, in which the Board gives the Executive written notice of termination, and the prior year shall be the 12-month period immediately preceding the current year. iii) During the 36 months following the notice of termination (the "Continuation Period"), the Company shall continue to keep in full force and effect all programs of medical, dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the Executive or his legal representativesand her dependents with the same level of coverage, other than for payment of: (1) upon the same terms and otherwise to the same extent as such programs shall have been in a lump sum effect with respect to the Executive immediately prior to the notice of termination, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in cash within thirty (30) days after the Date same proportion as such costs were shared immediately prior to the notice of Termination termination or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such earlier date as programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Executive in terms of cost or benefits than she was entitled to receive at the end of the period of coverage, for the duration of the Continuation Period. All benefits which the Company is required by applicable lawthis Section 11(c)(iii) to provide, which will not be provided by the Company's programs described herein, shall be provided through the purchase of insurance unless the Executive is uninsurable. If the Executive is uninsurable, the Company will provide the benefits out of its general assets. In the event the Executive obtains other employment during the Continuation Period which provides health or welfare benefits of the type described in this Section 11(c)(iii) hereof ("Other Coverage"), then Executive shall notify the Company promptly of such other employment and Other Coverage, and the Company shall thereafter not provide the Executive and her dependents the benefits described in this Section 11(c)(iii) hereof to the extent that such benefits are provided under the Other Coverage. Under such circumstances, the Executive shall make all claims first under the Other Coverage and then, only to the extent not paid or reimbursed by the Other Coverage, under the plans and programs described in this Section 11(c)(iii) hereof, provided, however, that if the Executive is eligible for health plan benefits as part of such Other Coverage, the Company shall no longer be obligated to provide any continuing health plan benefits. iv) Any vesting or service requirements with respect to any employee stock options, restricted stock or deferred stock units previously granted to the Executive and then outstanding shall be deemed fully satisfied. The Executive shall be deemed to have terminated her employment for "Good Reason" if she terminates employment during the Term within 90 days of the occurrence of any of the following events without her express written consent (which she may grant or deny in her sole discretion): (I) the Accrued Obligations; (2) material violation by the Accrued Incentives, which shall be payable in accordance with Company of any of the terms and conditions of this Agreement or any other written agreement between the Incentive Plans; Executive and the Company (3) subject after 30 days following written notice from the Executive specifying such material violation and the Company's failure to Section 4(f) below, a lumpcure or remedy such material violation within such 30-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period day period); (the “Initial Severance Payment Date”) in an amount equal to (xII) the average of Executive's demotion, or the annual bonuses paid assignment to the Executive for (other than temporarily when the three immediately preceding completed fiscal yearsExecutive is Disabled) of duties materially inconsistent with the Executive's then position, authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) (after 30 days following written notice from the Executive specifying such demotion or assignment and the Company's failure to cure or remedy such demotion or assignment within such 30-day period); (III) a reduction in the Executive's base salary below its highest prior level or of the Executive's minimum annual target bonus percentage below 100% of her annual base salary, or (y) if upon any disproportionate reduction in the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid availability to the Executive for of plans, programs or benefits of the years employed Company as compared to those generally available to other senior executives thereof (after 30 days following written notice from the Executive specifying such reduction and the Company's failure to cure or remedy such reduction within such 30-day period); (IV) during the 24-month period following the date of a Change in Control, relocation of the Executive (excluding reasonable travel on the Company's business to an extent substantially consistent with the Executive's business obligations) to a location that is at least fifty (50) miles from the Company's headquarters immediately prior to the Change in Control or the Executive's principal business location immediately prior to the Change in Control; (V) the failure of the Company to obtain and deliver to the Executive a satisfactory written agreement from any successor thereto to assume and agree to perform this Agreement; or (VI) the “Average Bonus”); and failure to elect or re-elect the Executive to the Board. Notwithstanding the foregoing, any failure to extend the Term pursuant to Sections 2(b) or (4c) subject shall not constitute Good Reason, provided, however, that the foregoing is not intended to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance conflict with the customary payroll practices second sentence of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”Section 11(c) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”hereof.

Without Cause; For Good Reason. If the ExecutiveEmployee’s employment is shall be terminated by the Company without Cause before expiration “Cause” pursuant to Section 3(e) or by the Employee for “Good Reason” pursuant to Section 3(d), the Company shall pay the Employee the following compensation: (i) The Company shall (x) pay the Employee within ten (10) business days of the TermDate of Termination the applicable portion of his Base Salary and car allowance due through the applicable Date of Termination at the rate in effect at the time Notice of Termination is given, or if and (y) reimburse the Executive resigns Employee for Good Reason before expiration all outstanding expenses in accordance with § 2(d); (ii) The Company shall pay the Employee, as severance pay and as express consideration, for, and contingent upon, Employee complying with his obligations under Section 6 hereof, his Base Salary in effect at the time Notice of Termination is given for a period of twelve (12) months (the “Severance Period”) following the applicable Date of Termination, such Base Salary to be paid pursuant to the Company’s normal payroll practices for its senior executives; (iii) The Company shall pay you, as severance pay and as express consideration for, and contingent upon, Employee complying with his obligations under Section 6 hereof, the average annual Bonus earned by you during the two years prior to the year of the Termtermination of your employment; provided, that, if your employment is terminated within two years of the Commencement Date, the Company shall pay you an amount equal to the annual target Bonus; such amount to be paid in substantially equal installments at the time of payment of the Base Salary being paid to you pursuant to the Company’s normal payroll practices for its senior executives; and (iv) During the Severance Period the Company shall reimburse the Employee for any COBRA payments the Employee may be required to make in order to maintain the medical and dental benefits he received as an employee of the Company(including family coverage to the extent in effect immediately prior to the Date of Termination), until the earlier of the end of the Severance Period or the date you become eligible to receive coverage under the medical and dental benefit plans or programs of a subsequent employer. Other than such payments and subject to the conditions thereto provided above, the Company shall have no further payment obligations obligation to the Executive Employee under this Agreement provided, however, that the foregoing shall have no effect upon any benefits due the Employee under any disability or his legal representativesmedical plan or other employee benefit plan or arrangement of the Company then in effect and provided further that any stock option or restricted stock held by the Employee shall be treated in accordance with the applicable stock option agreement or restricted stock agreement, other than for respectively. The payment of: of any amounts pursuant to clauses (1ii), (iii) in a lump sum in cash and (iv) of this Section 4(e) is further expressly conditioned upon the delivery by you to the Company, within thirty (30) days after the Date of Termination (or and the revocation period for the release lapsing without revocation within such earlier date as required by applicable lawthirty (30) day period), of a general release in form and substance reasonably satisfactory to the Accrued Obligations; (2) Company of any and all claims you may have against the Accrued IncentivesCompany and its directors, which officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives. The payments to you subject to receipt of the release shall be payable made to you at the later of (A) such times as specified in accordance with the terms and conditions applicable provisions of this Section 4, (B) after the end of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive revocation period for the three immediately preceding completed fiscal yearsrelease has lapsed without revocation, or and (yC) if upon the thirtieth (30th) calendar day following the Date of Termination is in a different calendar year than the Executive has not been employed for three complete fiscal yearsdate of termination, then on the average of thirtieth (30th) calendar day. The Company acknowledges and agrees that the annual bonuses paid Employee shall have no duty at any time to seek other employment or to mitigate his damages hereunder. The amounts payable to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period Employee under this Agreement shall accumulate and shall then be paid on regardless of whether the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”Employee obtains other employment.

Without Cause; For Good Reason. If during the Term of Employment the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration pursuant to Section 4(d) of the Termthis Agreement, or if the Executive resigns his employment for Good Reason before expiration under Section 4(e), or the Executive’s employment ends after the Company has delivered a notice of non-renewal pursuant to Section 2, the Company shall pay the Executive (i) an amount equal to one (1) year of his Base Salary at the rate in effect as of the TermTermination Date (without regard to any reduction in Base Salary that gave rise to Good Reason); (ii) the Base Salary that the Executive would have received had he remained employed through the Expiration Date (without regard to any reduction in Base Salary that gave rise to Good Reason) (together with the amount set forth in (i) the “Severance”); (iii) the Bonus(es) (including, without limitation, the Bonus Payments) that the Executive would have received had he remained employed through the Expiration Date, calculated based on fifty percent (50%) of Executive’s Base Salary (without regard to any reduction in Base Salary that gave rise to Good Reason), provided that for fiscal year ending December 31, 2013, such Bonus shall be the greater of the foregoing or the second highest bonus paid to any employee of the Company (including its subsidiaries); (iv) the COBRA Premiums until the date that is one (1) year following the Termination Date or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer; and (v) the Accrued Obligations. In addition, the Options, to the extent unvested, will fully vest on the Termination Date. Payment of the Severance, the Bonus(es), and the COBRA Premiums and the vesting of the Options are conditioned on the Executive executing a general release of claims releasing all of his claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement that are intended to survive Executive’s termination of employment or any vested rights under any Company plan or arrangement) (the “Release”) and the Release becoming effective and irrevocable prior to the sixtieth (60th) day following the Termination Date. The Severance and Bonuses will be paid in a lump sum amount on the sixtieth (60th) day following the Termination Date, subject to Section 14 below, if applicable. The Accrued Obligations will be paid on the next regularly scheduled payroll date following the Termination Date. Thereafter, the Executive acknowledges that the Company shall have no further payment obligations obligation to the Executive or his legal representativesunder this Agreement. Notwithstanding the foregoing, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to if the Executive for the three immediately preceding completed fiscal yearsis at any time in material breach of Sections 7 or 8 of this Agreement, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”will have no obligations under this Section 5(c); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the TermEmployment Period, or if the Executive resigns for Good Reason before expiration of the TermEmployment Period, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty sixty (3060) days after the Date of Termination (or such earlier date as required by applicable law) ), the Accrued Obligations; (2) in a lump sum in cash within seventy five (75) days after the Accrued IncentivesDate of Termination (or such earlier date as required by applicable law), the amount of any Annual Bonus earned for any previous year that has not been paid; (3) a severance payment (“Severance Payment”), which shall be payable paid in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter installments in accordance with the customary payroll practices of the CompanyCompany over a period of twelve (12) months (“Severance Period”), continuation of the Executive’s an amount equal to his Base Salary in effect on the Date of Termination Termination; (“Salary Continuation Payments”4) any vesting rights to which Executive may be entitled pursuant to Section 2(b)(4) hereof; (5) for a period of 12 months. Any installments twelve (12) months following the Date of Termination that the Executive is eligible to elect and does elect to continue coverage for himself and his eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Severance Payments thatEmployee Retirement Income Security Act of 1974, in accordance with customary payroll practicesas amended (collectively, would have typically been made “COBRA”), the Company shall, to the extent permitted by the Patient Protection and Affordable Care Act of 2010, promptly reimburse the Executive for that amount of the premium costs charged to the Executive for such COBRA continuation coverage as is equal to that amount paid by the Company on behalf of similarly situated active employees during such period; provided, however, that such reimbursement shall terminate if and to the Release Consideration Period shall accumulate extent the Executive becomes eligible to receive medical and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments dental coverage from a subsequent employer (and any such eligibility shall be referred promptly reported to collectively as the “Severance Payments”.Company by the Executive); and (6)

Without Cause; For Good Reason. If In addition to those payments and benefits described in Section 4.1, if during the Term the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for terminates his employment with Good Reason before expiration of Reason, the TermTerm shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder, except: (i) the Company shall have no further make a lump sum cash payment obligations to the Executive or his legal representativeswithin two (2) months following such termination equal to the sum of (a) two hundred percent (200%) of the Base Salary on the date of such termination and (b) two hundred percent (200%) of the Executive’s Annual Bonus at target; (ii) continuing receipt of those benefits described in Section 3.6(i) during the twenty-four month period commencing on the date of such termination; (iii) any granted but unvested Options set forth in Section 3.3 herein shall become vested and exercisable and shall remain so for the period commencing the date of such termination through the second anniversary of such termination; (iv) any granted but unvested Restricted Stock set forth in Section 3.3 shall become vested; and (v) the Company shall pay the reasonable cost of executive-level career assistance services for the Executive by a firm designated by the Executive for a period of twelve months following such termination. For purposes of this Agreement, other than for payment of“Good Reason” shall mean, without the Executive’s consent, the occurrence of any of the following during the Term: (1i) a material change in the Executive’s position causing it to be of materially less stature or responsibility, or a lump sum change in cash the Executive’s reporting relationship, but in each case only if the Company does not cure such change within thirty (30) days after the Date Executive provides written notice of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject change to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”Executive’s notice to be given within thirty (30) days of such change); and or (4ii) subject to following a “Change of Control” (as defined in Section 4(f) below4.6.2), beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation relocation of the Executive’s Base Salary principal place of employment by more than fifty (50) miles; (iii) the Company materially breaches this Agreement and does not cure such breach within thirty (30) days after the Executive provides written notice of such breach to the Company (the Executive’s notice to be provided within thirty (30) days of his being notified of such breach); or (iv) the Executive is not nominated for election to the Board or, if elected to the Board, is not named as its Chairman, or the Executive is not timely renominated for election to the Board or is involuntarily removed from the Board under circumstances that would not constitute Cause or Disability hereunder. The Company shall not terminate the Executive’s employment without Cause prior to the date which is thirty (30) days following the date on which the Company provides written notice of such termination to the Executive; provided, however, that the Executive may waive such notice period in effect on writing. Notwithstanding anything to the Date contrary in this Section 4.5, if the Executive constitutes a “specified employee” as defined and applied in Code Section 409A, as of Termination (“Salary Continuation Payments”) for a his termination date, any payments due hereunder that may constitute deferred compensation payments under Code Section 409A may not commence to Executive until the first day following the sixth-month anniversary of Executive’s termination date; provided, however, that any payments delayed during this six-month period of 12 months. Any installments shall be paid in the aggregate as soon as administratively practicable following the six-month anniversary of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”Executive’s termination date.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to the greater of (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal yearsperiods employed with the Company, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal yearsTarget Bonus (collectively, then the average of the annual bonuses paid (x) and (y) shall be referred to the Executive for the years employed with the Company (as the “Average Severance Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on that would have been earned through the Date remainder of Termination the Term (“Salary Continuation Payments”) for a period of 12 months); provided, however, that to the extent that there remains no more Term remaining under this Agreement, there will be no Salary Continuation Payments obligation upon the Company. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Severance Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns terminates his employment for “Good Reason”, the Company shall, as soon as practicable, but, subject to Section 5 below, not later than 30 days after such termination without Cause or for “Good Reason”, pay to the Executive: (i) all accrued but unpaid Base Salary through the remainder of the Employment Term, but not less than 12 months, payable on a monthly basis; (ii) a bonus for any prior year that has been earned but is unpaid, and (iii) assuming the Performance Goals are achieved in the year in which termination without Cause or for “Good Reason” shall have occurred, a bonus payable within 90 days following such year, pro-rated based on the number of months in which the Executive worked in such year. In addition, the vesting of all Options or other equity or equity like grants, including the vesting of all RSU’s and any Initial Restricted Stock Award shall be accelerated so as to permit Executive fully to exercise all outstanding Options and rights, if any, granted to Executive during the Employment Term pursuant to such plans. For purposes of this Agreement, “Good Reason” shall be limited to a material breach of this Agreement by the Company or the filing of bankruptcy protection or reorganization by the Company. No breach referred to herein shall constitute Good Reason before expiration if the Company shall have cured all matters within 30 days following written notice from Employee, or if such matters are not reasonably susceptible of the Termbeing cured or corrected within such 30-day period, the Company shall have no further payment obligations instituted appropriate action to cure and correct such matters and thereafter pursue the same diligently to completion in a commercially reasonable period of time. Notwithstanding the foregoing, the failure by the Company to pay the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash amounts due under this Agreement within thirty (30) days after of the Date of Termination (or such earlier due date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with deemed a breach of this Agreement by the terms Company and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred entitled to collectively as the “Severance Payments”terminate this Agreement for Good Reason without further action.

Without Cause; For Good Reason. If the ExecutiveEmployee’s employment is terminated by the Company without Cause before expiration of the TermEmployment Period, or if the Executive Employee resigns for Good Reason before expiration of the TermEmployment Period, the Company shall have no further payment obligations to the Executive Employee or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty sixty (3060) days after the Date of Termination (or such earlier date as required by applicable law) that portion of the Accrued ObligationsEmployee’s Base Salary accrued through the Date of Termination to the extent not theretofore paid; (2) in a lump sum in cash within sixty (60) days after the Accrued IncentivesDate of Termination (or such earlier date as required by applicable law), the amount of any Annual Bonus and/or Performance Bonus that was determined prior to the Date of Termination; (3) a severance payment (“Severance Payment”), which shall be payable paid in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter installments in accordance with the customary payroll practices of the CompanyCompany over a period of twenty four (24) months (“Severance Period”), continuation of the Executive’s an amount equal to two (2) times his Base Salary in effect on the Date of Termination Termination; (“Salary Continuation Payments”4) to the extent not already paid to the Employee, payment of the 2012 Bonus and the 2013 Bonus, which shall be paid in installments in accordance with the customary payroll practices of the Company over the Severance Period; and (5) for a period of 12 months. Any installments eighteen (18) months following the Date of Termination that the Employee is eligible to elect and does elect to continue coverage for himself and his eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Severance Payments thatEmployee Retirement Income Security Act of 1974, in accordance with customary payroll practicesas amended (collectively, would have typically been made during “COBRA”), the Release Consideration Period Company shall accumulate continue to offer to provide medical and dental coverage to such Employee as required by COBRA and the Company shall then be paid on promptly reimburse the Initial Severance Payment Date. The Average Bonus together with Employee for the Salary Continuation Payments premium costs charged to the Employee for such COBRA continuation coverage; provided, however, that such COBRA coverage shall terminate if and to the extent the Employee becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be referred promptly reported to collectively as the “Severance Payments”Company by the Employee).

Without Cause; For Good Reason. If the ExecutiveCompany shall terminate the Employee’s employment is terminated by during the Company without Employment Period Without Cause before expiration of the Term, or if the Executive resigns Employee terminates his employment for Good Reason before expiration Reason, then the Company shall provide the Employee with the following payments and/or benefits: (i) the Company shall pay to the Employee, in each case through the Termination Date: (A) a lump sum in the amount of the TermEmployee’s earned but unpaid Annual Base Salary, subject to applicable withholding and payroll taxes, which shall be paid no later than the next pay date following the Termination Date (in accordance with the Company’s customary payroll practices), and (B) reimbursement for any unpaid reimbursable expenses incurred by the Employee, which shall be paid in accordance with the Company’s policies, practices and procedures in effect as of the Termination Date, (collectively, “Accrued Obligations”); (ii) subject to Section 4(c), the Company shall have no further payment obligations pay the Employee severance compensation in an amount equal to the Executive greater of (A) Two Million Dollars ($2,000,000) or (B) the aggregate of two (2) times the sum of (x) his legal representativesAnnual Base Salary and (y) the Annual Bonus of Employee for the fiscal year ending immediately prior to the Termination Date (collectively, other than for payment ofthe “Severance Compensation”). The Severance Compensation shall be payable in accordance with customary payroll practices (and subject to customary withholding and payroll taxes) as follows: (1I) the first Two Million Dollars ($2,000,000) of the Severance Compensation shall be payable in a lump sum in cash within on the first regular payroll payment date following the date that is thirty (30) days after the Date of Termination Separation Date, and (or such earlier date as required by applicable lawII) the Accrued Obligations; excess of the Severance Compensation over Two Million Dollars (2) the Accrued Incentives$2,000,000), which if any, shall be payable in accordance with substantially equal installments over the terms and conditions twenty-four (24) months following the Termination Date; provided, that no installment or portion of the Incentive PlansSeverance Compensation shall be payable or paid prior to the expiration of the applicable revocation period for the general release described in Section 4(c) below; and (3iii) subject to Section 4(f4(c), immediate vesting as of the Termination Date of all outstanding equity-based awards (including immediate vesting at the target level of performance for equity-based awards that would otherwise vest based on performance, for performance periods that have not yet concluded as of the Termination Date) below, a lump-sum cash payment, to be made on that are held by the first normal payroll date following Employee under the Release Consideration Period (Omnibus Plan. The Company represents and warrants that the “Initial Severance Payment Date”Compensation Committee may accelerate vesting in the circumstances set forth in this Section 4(a)(iii) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”its sole discretion.

Without Cause; For Good Reason. If the ExecutiveEmployee’s employment shall be terminated without “Cause” pursuant to Section 3(e) or for “Good Reason” pursuant to Section 3(d), the Company shall pay the Employee the following compensation: (i) The Company shall pay the Employee the applicable portion of his Base Salary due through the applicable Date of Termination at the rate in effect at the time Notice of Termination is terminated given; (ii) The Company shall pay the Employee, as severance pay his Base Salary in effect at the time Notice of Termination is given for a period of twelve (12) months (the “Severance Period”) following the applicable Date of Termination; (A) If the Employee has been employed by the Company without Cause before expiration for less than two years through the Date of Termination the Company shall pay to the Employee a pro-rated bonus that is equal to the sum of the Termnumber of days the Employee was employed by the Company in the year that such termination occurred, or if divided by 365 and multiplying the Executive resigns for Good Reason before expiration result thereof by 50% of the TermEmployee’s Base Salary then in effect. (B) If the Employee has been employed by the Company for two years or more through the Date of Termination the Company shall pay to the Employee the Bonus that would otherwise be payable at the end of the year in which such termination occurred, based on the average Bonus paid to the Employee for the Employee’s two prior years of employment. (iv) During the Severance Period the Company shall reimburse the Employee for any COBRA payments the Employee may be required to make in order to maintain the medical and dental benefits he received as an employee of the Company. Following such payments, the Company shall have no further payment obligations obligation (relating to the Executive Employee’s status as an employee) to the Employee under this Agreement provided, however, that the foregoing shall have no effect upon any benefits due the Employee under any disability or his legal representatives, medical plan or other than for payment of: (1) employee benefit plan or arrangement of the Company then in a lump sum in cash within thirty (30) days after effect and provided further that any stock option held by the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which Employee shall continue to be payable exercisable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”its terms.

Without Cause; For Good Reason. If during the Term of Employment the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration pursuant to Section 4(d) of the Termthis Agreement, or if the Executive resigns his employment for Good Reason before expiration under Section 4(e), or the Executive’s employment ends after the Company has delivered a notice of non-renewal pursuant to Section 2, the Company shall pay the Executive (i) an amount equal to one (1) year of his Base Salary at the rate in effect as of the TermTermination Date (without regard to any reduction in Base Salary that gave rise to Good Reason); (ii) the Base Salary that the Executive would have received had he remained employed through the Expiration Date (without regard to any reduction in Base Salary that gave rise to Good Reason) (together with the amount set forth in (i) the “Severance”); (iii) the Bonus(es) (including, without limitation, the Bonus Payments) that the Executive would have received had he remained employed through the Expiration Date, calculated based on one hundred percent (100%) of Executive’s Base Salary (without regard to any reduction in Base Salary that gave rise to Good Reason), provided that for fiscal year ending December 31, 2013, such Bonus shall be the greater of the foregoing or the highest bonus paid to any employee of the Company (including its subsidiaries); (iv) the COBRA Premiums until the date that is one (1) year following the Termination Date or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer; and (v) the Accrued Obligations. In addition, the Options, to the extent unvested, will fully vest on the Termination Date. Payment of the Severance, the Bonus(es), and the COBRA Premiums and the vesting of the Options are conditioned on the Executive executing a general release of claims releasing all of his claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement that are intended to survive Executive’s termination of employment or any vested rights under any Company plan or arrangement) (the “Release”) and the Release becoming effective and irrevocable prior to the sixtieth (60th) day following the Termination Date. The Severance and Bonuses will be paid in a lump sum amount on the sixtieth (60th) day following the Termination Date, subject to Section 14 below if applicable. The Accrued Obligations will be paid on the next regularly scheduled payroll date following the Termination Date. Thereafter, the Executive acknowledges that the Company shall have no further payment obligations obligation to the Executive or his legal representativesunder this Agreement. Notwithstanding the foregoing, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to if the Executive for the three immediately preceding completed fiscal yearsis at any time in material breach of Sections 7 or 8 of this Agreement, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”will have no obligations under this Section 5(c); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.