Common use of Good Reason; Other Than for Cause Clause in Contracts

Good Reason; Other Than for Cause. If, during the Term, the Company shall terminate Executive's employment for any reason other than either (I) Cause or (II) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the Anniversary Date, pay to Executive the amount of Executive's Anniversary Award, payable within 30 days following the Anniversary Date, (B)(i) for a period of 18 months following Executive's Date of Termination (the "Continuation Period"), pay to Executive an amount equal to Executive's average monthly Base Salary for the two-year period (or portion thereof) immediately preceding the Date of Termination (payable in accordance with the Company's normal payroll practices), and (ii) at the end of the Continuation Period, pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executives the pro rata portion of the annual bonus payment payable under Section 4(b), if any, for the year of termination of employment, and (iv) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's financial performance warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverages; PROVIDED, HOWEVER, that the amounts under clauses (B)(i), (B)(ii) and (C) shall be payable or provided, as the case may be, only so long as Executive complies with Executive's obligations under that certain Confidentiality and Non-Competition Agreement, dated as of the date hereof.

Good Reason; Other Than for Cause. If, during the Term, the Company shall terminate Executive's employment for any reason other than either (I) Cause or (II) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the Anniversary Date, pay to Executive the amount of Executive's Anniversary Award, payable within 30 days following the Anniversary Date, (B)(i) for a period of 18 24 months following Executive's Date of Termination (the "Continuation Period"), pay to Executive an amount equal to Executive's average monthly Base Salary for the two-year period (or portion thereof) immediately preceding the Date of Termination (payable in accordance with the Company's normal payroll practices), and (ii) at the end of the Continuation Period, pay to Executive an amount equal to 1.5 2 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executives the pro rata portion of the annual bonus payment payable under Section 4(b), if any, for the year of termination of employment, and (iv) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's financial performance warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverages; PROVIDED, HOWEVER, that the amounts under clauses (B)(i), (B)(ii) and (C) shall be payable or provided, as the case may be, only so long as Executive complies with Executive's obligations under that certain Confidentiality and Non-Competition Agreement, dated as of the date hereof.

Good Reason; Other Than for Cause. If, during the Term, the Company shall terminate Executive's ’s employment for any reason other than either (I) Cause for death, Disability or (II) DisabilityCause, or the if Executive shall terminate his employment for Good ReasonReason (in either case, a “Qualifying Termination”), then, in addition to providing the Accrued Benefits and Other Benefits, as set forth in Section 5(a) above, and subject to Sections 6 and 8(f) below, the Company shall (A) in the event of such termination of employment on or before the Anniversary Date, pay to Executive the amount Annual Base Salary, as of Executive's Anniversary Awardthe Date of Termination, for the Severance Period (defined below), payable within 30 days over the Severance Period in regular installments in accordance with the Company’s normal payroll practices as they may exist from time to time, with the installments that otherwise would be paid prior to the first payroll date following the Anniversary date the Release described in Section 6 becomes effective and irrevocable in accordance with its terms (the “Release Effective Date”) being paid (without interest) on such payroll date in a lump sum and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination. For purposes of this Agreement, (B)(i) for a the “Severance Period” means, prior to the $4 Million Raise, the period of 18 months following Executive's beginning on the Date of Termination and ending 2 months thereafter; on and after the $4 Million Raise, the period beginning on the Date of Termination and ending 4 months thereafter; and on and after the first Exchange Listing, the period beginning on the Date of Termination and ending 6 months thereafter, plus one additional month for each year of completed employment during the period commencing on the date of the first Exchange Listing (up to a maximum of 6 additional months, so that total severance does not ever exceed 12 months). In the "Continuation event of a Qualifying Termination, (i) the Company shall also provide Executive with medical and dental insurance benefits during the Severance Period", either by reimbursing Executive for the cost of obtaining such insurance on his own if the Company does not have a medical and dental insurance plan in place at the time, or, if the Company does have such a plan in place, and provided that Executive enrolls in COBRA, by paying the portion of the COBRA premium equal to the premium amount charged to active employees for such coverage; and (ii) Executive will be eligible to receive an annual incentive under the annual bonus plan for the fiscal year during which the Date of Termination occurs, based on actual performance results during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), pay to Executive an amount equal to Executive's average monthly Base Salary for pro-rated based on the two-number of days in the Company’s fiscal year period through (or portion thereofand including) immediately preceding the Date of Termination (“Prorated Annual Incentive”), which, if earned, shall be payable in accordance with the Company's normal payroll practices), and (ii) a single lump sum at the end of same time that payments are made to other participants in the Continuation Periodannual bonus plan for that fiscal year; provided, pay however, that Executive shall be entitled to such a Prorated Annual Incentive only if Executive an amount equal to 1.5 times was employed by the average of (x) Executive's target bonus under Company for at least six months during the ABP for the fiscal year in which Executive's the Date if Termination occurred. If a Qualifying Termination occurs within a period of one year after a Change in Control, Executive shall be entitled to all of the payments and benefits set forth in this Section 5(b), except that the Severance Period shall be the period beginning on the Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year ending in which Executive's Date of Termination occurs, and (iii) pay to Executives the pro rata portion of the annual bonus payment payable under Section 4(b), if any, for the year of termination of employment, and (iv) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's financial performance warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverages; PROVIDED, HOWEVER, that the amounts under clauses (B)(i), (B)(ii) and (C) shall be payable or provided, as the case may be, only so long as Executive complies with Executive's obligations under that certain Confidentiality and Non-Competition Agreement, dated as of the date hereof12 months thereafter.

Good Reason; Other Than for Cause. If, during the TermEmployment Period, the Company shall terminate the Executive's employment for any reason other than either (I) for Cause or (II) Disability, Disability or the Executive shall terminate his employment for Good Reason, such termination shall constitute a breach of contract by the Company shall (A) in and during the event period commencing on the date of such termination and ending on December 31, 2004, the Company shall, subject to the provisions of employment on or before Section 9.2 hereof: (i) continue to pay the Anniversary Date, pay to Executive the amount of Executive's Anniversary Awardsalary provided in Section 3.1 hereof, payable within 30 days following monthly, at the Anniversary Date, (B)(i) for a period of 18 months following Executive's Date of Termination (same annual level as was payable to the "Continuation Period"), pay Executive immediately prior to Executive an amount equal to Executive's average monthly Base Salary for the two-year period (or portion thereof) immediately preceding the Date of Termination (payable in accordance with the Company's normal payroll practices), and such termination; (ii) continue to provide the Employee with all of the benefits described in Section 3.3 hereof at the end of same levels as were provided to the Continuation Period, pay Executive prior to Executive an amount equal to 1.5 times the average of such termination (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and except that no further stock options shall be granted); (iii) pay to Executives the pro rata portion Executive a bonus on each anniversary of the annual date the most recent bonus payment payable under Section 4(b), if any, for was paid to the Executive prior to such termination in an amount equal to the average amount of the bonuses paid to the Executive in the three calendar years preceding the calendar year of wherein such termination of employment, and occurs; (iv) pay continue to make contributions on behalf of the Executive to all pension, retirement, supplemental executive retirement and other plans and programs maintained by the pro rata portion Company and in which the Executive participated prior to such termination equal to the amount of Executive's ABP award for the largest contribution with respect to each such plan or program which the Company contributed on behalf of the Executive during any of the three calendar years preceding the calendar year wherein such termination occurs; (v) amend any documents which govern any unexercised stock options which were held by the Executive immediately prior to such termination to provide that all such unexercised stock options, to the extent not then exercisable, shall become immediately exercisable and not forfeited as a result of termination of employment, provided that the Company's financial performance warrants such awardtermination, and (C) provide that all such unexercised stock options shall continue to be exercisable by the Executive during the Continuation Period with continued coverage under period of time from the Company's health, life date of such termination to and disability insurance plans, provided that Executive continues including the earlier to contribute the employee share occur of the cost applicable respective dates on which such stock options terminate in accordance with the terms of their grant or the third anniversary of such termination; (vi) pay to the Executive on January 1, 2005, and on the first day of the succeeding twenty-three (23) months an amount equal to one-half of his monthly salary which was payable to him during the month immediately preceding the date of such coveragestermination in lieu of the compensation which would otherwise have been paid to the Executive pursuant to the Consulting Agreement described in Section 14.1 hereof; PROVIDED, HOWEVER, that the amounts under clauses (B)(i), (B)(ii) and (Cvii) shall be payable or provided, liable to the Executive for any and all other damages sustained by the Executive as the case may be, only so long as Executive complies with Executive's obligations under that certain Confidentiality and Non-Competition Agreement, dated as a result of the date hereofany such breach of contract.