Common use of Executive's Rights Clause in Contracts

Executive's Rights. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3 or 5.5), the Company shall (i) within fifteen (15) days of the Termination Date, pay to the Executive any earned but unpaid Base Salary through the Termination Date, (ii) pay to the Executive the Incentive Compensation, in the manner and at such times as determined in accordance with the provisions of any Incentive Compensation Plan, (iii) within fifteen (15) days of the Termination Date, pay to the Executive a lump sum payment for any unpaid Transition Bonus that otherwise would have been payable to the Executive whether or not all Milestones had been satisfied on or before the Termination Date, (iv) within fifteen (15) days of the Termination Date, pay to the Executive a lump sum payment for the Base Salary and Additional Compensation that would have been paid to the Executive had the Executive continued to be employed by the Company through the Expiration Date hereof and, for purposes of the Additional Compensation, whether or not all Milestones had been satisfied on or before the Termination Date; (v) continue to provide the Executive with the benefits he was receiving under Section 4.2 hereof (the "Benefits") through the Expiration Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (vi) within fifteen (15) days of the Termination Date, pay to the Executive a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. The annual Benefits referred to under clause (v) of this Section 5.4 shall be equal (in the aggregate) to the Benefits provided to the Executive during the calendar year immediately preceding the Termination Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Upon any termination effected and compensated pursuant to this SECTION 5.4, the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Executive's Rights. Upon any a termination pursuant of the Executive’s employment following the occurrence of a Change in Control during the Term of Employment due to this Section 5.4 (a) an involuntary termination by the Company (that is not a termination under any of Sections 5.1., 5.2., 5.3 5.3. or 5.55.5.2.), (b) a termination by the Executive for Good Reason or (c) the occurrence of the Expiration Date following the Company’s delivery of a notice of non-renewal to the Executive pursuant to Section 2.1, the Company shall (i) shall: within fifteen (15) days of the Termination Date, pay to the Executive any earned but unpaid (in lieu of the amounts that would otherwise be paid under Section 5.4 or 5.5): (i) three (3) times the amount of the Executive’s annual Base Salary; (ii) three (3) times the Bonus Amount; (iii) all accrued Base Salary through the Termination Date, (ii) pay to the Executive the Incentive Compensation, in the manner Date and at such times as determined in accordance with the provisions of any Incentive Compensation Plan, (iii) within fifteen (15) days earned but unpaid as of the Termination Date, pay to the Executive a lump sum payment Date for any unpaid Transition Bonus that otherwise would have been payable to previously completed fiscal year of the Executive whether or not all Milestones had been satisfied on or before the Termination Date, Company; and (iv) within fifteen (15) days of the Termination Date, pay an amount equal to the Executive Bonus Amount multiplied by a lump sum payment for fraction, the Base Salary and Additional Compensation that would have been paid to numerator of which shall equal the number of days the Executive had the Executive continued to be was employed by the Company through in the Expiration Date hereof andCompany fiscal year in which the Executive’s termination occurs and the denominator of which shall equal 365. The Executive shall also receive such other benefits, for purposes if any, to which the Executive may be entitled pursuant to the terms and conditions of the Additional Compensationemployee compensation, whether incentive, equity, benefit or not all Milestones had been satisfied on fringe benefit plans, policies or before programs of the Termination Date; Company, other than any Company severance policy (v) or any other payment that would result in duplication of benefits), and the Company shall continue to provide the Executive with the benefits he Benefits she was receiving under Section 4.2 4.2. hereof until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (the "Benefits"70) through the Expiration Dateyears, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** The Company shall not be entitled to any off-sets with respect to any of the above-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, below, and (vi) within fifteen (15) days of the Termination Dateall subsections thereof, pay to the Executive a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. The annual Benefits referred to under clause (v) of this Section 5.4 shall be equal (in the aggregate) to the Benefits provided to the Executive during the calendar year immediately preceding the Termination Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Upon upon any termination effected and compensated pursuant to this SECTION 5.4Section 5.6., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occursprior twelve (12) month period).

Executive's Rights. Upon any a termination pursuant of the Executive’s employment following the occurrence of a Change in Control during the Term of Employment due to this Section 5.4 (a) an involuntary termination by the Company (that is not a termination under any of Sections 5.15.1.,5.2.,5.3. or 5.5.2.), 5.2, 5.3 (b) a termination by the Executive for Good Reason or 5.5)(c) the occurrence of the Expiration Date following the Company’s delivery of a notice of non-renewal to the Executive pursuant to Section 2.1, the Company shall (i) shall: within fifteen (15) days of the Termination Date, pay to the Executive any earned but unpaid (in lieu of the amounts that would otherwise be paid under Section 5.4 or 5.5): (i) three (3) times the amount of the Executive’s annual Base Salary; (ii) three (3) times the Bonus Amount; (iii) all accrued Base Salary through the Termination Date, (ii) pay to the Executive the Incentive Compensation, in the manner Date and at such times as determined in accordance with the provisions of any Incentive Compensation Plan, (iii) within fifteen (15) days earned but unpaid as of the Termination Date, pay to the Executive a lump sum payment Date for any unpaid Transition Bonus that otherwise would have been payable to previously completed fiscal year of the Executive whether or not all Milestones had been satisfied on or before the Termination Date, Company; and (iv) within fifteen (15) days of the Termination Date, pay an amount equal to the Executive Bonus Amount multiplied by a lump sum payment for fraction, the Base Salary and Additional Compensation that would have been paid to numerator of which shall equal the number of days the Executive had the Executive continued to be was employed by the Company through in the Expiration Date hereof andCompany fiscal year in which the Executive’s termination occurs and the denominator of which shall equal 365. The Executive shall also receive such other benefits, for purposes if any, to which the Executive may be entitled pursuant to the terms and conditions of the Additional Compensationemployee compensation, whether incentive, equity, benefit or not all Milestones had been satisfied on fringe benefit plans, policies or before programs of the Termination Date; Company, other than any Company severance policy (v) or any other payment that would result in duplication of benefits), and the Company shall continue to provide the Executive with the benefits he Benefits she was receiving under Section 4.2 4.2. hereof until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (the "Benefits"70) through the Expiration Dateyears, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** The Company shall not be entitled to any off-sets with respect to any of the above-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, below, and (vi) within fifteen (15) days of the Termination Dateall subsections thereof, pay to the Executive a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. The annual Benefits referred to under clause (v) of this Section 5.4 shall be equal (in the aggregate) to the Benefits provided to the Executive during the calendar year immediately preceding the Termination Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Upon upon any termination effected and compensated pursuant to this SECTION 5.4Section 5.6., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occursprior twelve (12) month period).

Executive's Rights. Upon any termination pursuant of the Executive’s employment within twenty four (24) months following the Change in Control of the Company due to this Section 5.4 (that is not a) an involuntary termination by the Company without Cause or (b) a termination under any of Sections 5.1, 5.2, 5.3 or 5.5)by the Executive for Good Reason, the Company shall (i) within fifteen (15) days of the Termination Date, pay to the Executive (in lieu of the amounts that would otherwise be paid under Section 5.4 or 5.5): (i) an amount equal to two-and-one-half (2.5) times the Executive’s annual Base Salary payable during the fiscal year in which the Termination Date occurs; (ii) an amount equal to two-and-one-half (2.5) times the Bonus Amount; (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any earned but unpaid unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (iv) all accrued Base Salary through the Termination Date, (ii) pay to the Executive the Incentive Compensation, in the manner Date and at such times as determined in accordance with the provisions of any Incentive Compensation Plan, (iii) within fifteen (15) days earned but unpaid as of the Termination Date, pay Date for any previously completed fiscal year of the Company; and (v) an amount equal to the Executive Bonus Amount multiplied by a lump sum payment for any unpaid Transition Bonus that otherwise would have been payable to fraction, the numerator of which shall equal the number of days the Executive whether or not all Milestones had been satisfied on or before the Termination Date, (iv) within fifteen (15) days of the Termination Date, pay to the Executive a lump sum payment for the Base Salary and Additional Compensation that would have been paid to the Executive had the Executive continued to be was employed by the Company through in the Expiration Date hereof andCompany fiscal year in which the Executive’s termination occurs and the denominator of which shall equal 365. The Executive shall also receive such other benefits, for purposes if any, to which the Executive may be entitled pursuant to the terms and conditions of the Additional Compensationemployee compensation, whether incentive, equity, benefit or not all Milestones had been satisfied on fringe benefit plans, policies or before programs of the Termination Date; Company, other than any Company severance policy (v) or any other payment that would result in duplication of benefits), and the Company shall continue to provide the Executive with the benefits Benefits he was receiving under Section 4.2 hereof for thirty (30) months following the "Benefits") through the Expiration Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (vi) within fifteen (15) days of the Termination Date, pay to the Executive a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. The annual Benefits referred to under clause (v) of this Section 5.4 shall be equal (in the aggregate) to the Benefits provided to the Executive during the calendar year immediately preceding the Termination Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. .** Upon any termination effected and compensated pursuant to this SECTION 5.4Section 5.6.2, the Company shall have no further liability hereunder (other than pursuant to Section 5.7 or for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, subject to the provisions of Section 4.1, and (y) payment 4.1 of compensation for unused vacation days that have accumulated during the calendar year in which such termination occursthis Agreement).

Executive's Rights. Upon any termination pursuant to this Section 5.4 5.4. (that is not a termination under any of Sections 5.1, 5.2, 5.3 5.3, 5.5 or 5.55.6.), the Company shall (i) within fifteen (15) days of the Termination Date, pay to the Executive (i) an amount equal to the Executive’s annual Base Salary payable during the fiscal year in which the Termination Date occurs; (ii) an amount equal to the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the average annual amount of Incentive Compensation earned by the Executive in respect of the prior three (3) fiscal years (such average annual bonus, the “Bonus Amount”); (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any earned but unpaid unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (iv) all accrued Base Salary through the Termination Date, (ii) pay to the Executive the Incentive Compensation, in the manner Date and at such times as determined in accordance with the provisions of any Incentive Compensation Plan, (iii) within fifteen (15) days earned but unpaid as of the Termination Date, pay Date for any previously completed fiscal year of the Company; and (v) an amount equal to the Executive Bonus Amount multiplied by a lump sum payment for any unpaid Transition Bonus that otherwise would have been payable to fraction, the numerator of which shall equal the number of days the Executive whether or not all Milestones had been satisfied on or before the Termination Date, (iv) within fifteen (15) days of the Termination Date, pay to the Executive a lump sum payment for the Base Salary and Additional Compensation that would have been paid to the Executive had the Executive continued to be was employed by the Company through in the Expiration Date hereof andCompany fiscal year in which the Executive’s termination occurs and the denominator of which shall equal 365. The Executive shall also receive such other benefits, for purposes if any, to which the Executive may be entitled pursuant to the terms and conditions of the Additional Compensationemployee compensation, whether incentive, equity, benefit or not all Milestones had been satisfied on fringe benefit plans, policies or before programs of the Termination Date; Company, other than any Company severance policy (v) or any other payment that would result in duplication of benefits), and the Company shall continue to provide the Executive with the benefits he was receiving under Section 4.2 hereof (the "“Benefits"”) through for twelve (12) months following the Expiration Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, and (vi) within fifteen (15) days the portion of any Long Term Incentive Grants that have not vested as of the Termination DateDate shall vest, pay any restrictions on any Long Term Incentive Grants that have not yet lapsed shall lapse and any performance criteria relating to any Long Term Incentive Grants shall be deemed to have been satisfied in full such that all performance-based Long Term Incentive Grants that would otherwise be phased in over annual increments for periods continuing after the Termination Date shall instead be completely phased in as of the Termination Date on the basis of deemed “plan” level performance achievement, and the Executive shall have ninety (90) day following the Termination Date to exercise any and all stock options previously granted to the Executive a lump sum benefit equal (unless otherwise provided in the plan or agreement pursuant to which such stock options were granted, and provided further that no stock option shall remain exercisable beyond its expiration date or beyond the value date after which the Executive would be subject to additional taxation under Section 409A of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. The annual Benefits referred to under clause (v) of this Section 5.4 shall be equal (in the aggregate) to the Benefits provided to the Executive during the calendar year immediately preceding the Termination Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the ExecutiveCode). Upon any termination effected and compensated pursuant to this SECTION 5.4Section 5.2, the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, however to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).