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

Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by (i) the Company without Cause, or (ii) by Executive for "Good Reason," Executive will be entitled to receive (A) his Accrued Obligations, (B) a cash severance payment equal to fifty percent (50%) of Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date, (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereof.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Period and the Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment for "Good Reason," Executive will be entitled accrued but unused vacation, and (v) subject to receive (A) his Accrued Obligationsthe Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) a cash severance payment equal to fifty percent the Executive having resigned from the Board, and (50%C) of Executive's Annual Base Salary, payable in regular installments in accordance the Executive complying with the Company's general payroll practices (covenants set forth in effect from time to time) beginning on the first pay date following Section 4, Base Salary for a severance period commencing upon the date of termination and ending on eighteen (18) months thereafter (such period, the sixth monthly anniversary date of the first pay date, (C“Severance Period”) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) above, shall continue to receive the compensation and (D) benefits that the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if received during the date of such termination occurs prior to the last day remainder of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofSeverance Period.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Period and the Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(f), (v) payment for "Good Reason," Executive will be entitled accrued but unused vacation, and (vi) subject to receive (A) his Accrued Obligationsthe Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) a cash severance payment equal to fifty percent the Executive having resigned from the Board, and (50%C) of Executive's Annual Base Salary, payable in regular installments in accordance the Executive complying with the Company's general payroll practices (covenants set forth in effect from time to time) beginning on the first pay date following Section 4, Base Salary for a severance period commencing upon the date of termination and ending on twelve (12) months thereafter (such period, the sixth monthly anniversary date of the first pay date, (C“Severance Period”) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) above, shall continue to receive the compensation and (D) benefits that the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if received during the date of such termination occurs prior to the last day remainder of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofSeverance Period.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by (i) the Company without Cause, or (ii) by Executive for "Good Reason," Executive will be entitled to receive (A) his Accrued Obligations, (B) a cash severance payment equal to fifty seventy-five percent (5075%) of Executive's Annual then applicable Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth ninth monthly anniversary date of the first pay datedate provided, however, that if Executive is terminated by (i) the Company without Cause, or (ii) by Executive for "Good Reason," within 12 months after a Change in Control, Executive will be entitled to receive an increased severance payment equal to one hundred percent (100%) of Executive’s then applicable Base Salary and Annual Bonus, each payable in twelve (12) monthly installments pursuant to the terms of this Section 4(e)(B), and (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and above (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination9 or 12 months as applicable). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six nine (69) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereof.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Term and Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, Cause or (ii) by Executive for "Good Reason," . In the event of such a termination (subject to Section 4(d) below), Executive will shall be entitled to receive (A) his the Accrued ObligationsAmounts, and (B) a cash severance payment equal the Severance Amount (as provided below); provided, that Executive shall be entitled to fifty percent receive the Severance Amount only if (50%i) Executive has materially complied with, and is in compliance in all material respects with, Sections 5, 6, and 7 of Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date, (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) abovethis Agreement, and (Dii) Executive executes a general release of all claims and rights that Executive may have against the bonus described Company and its related entities and their respective equityholders, members, officers, directors, managers and employees relating to Executive’s employment and/or termination, in Section 3(a)(iia form substantially similar to Exhibit A hereto (the “Release”) above for within 45 days following the calendar Termination Date, and does not revoke the Release within any applicable revocation period. The Severance Amount shall equal (i) one year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect Base Salary rate as of which such bonus is awardedthe Termination Date, then such bonus will be plus the amount of the Target Annual Bonus (at 100% achievement) prorated upon based on the number of days elapsed that Executive is employed during the fiscal year in which the Termination Date occurs, in each case payable in a single lump sum; (ii) payment of any earned but unpaid Annual Bonus for the fiscal year prior to Executive's date of termination). Any such bonus amount the year in which the Termination Date occurs, payable under this Section 4(ein a single lump sum; (iii) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, continuation for a period of up to six (6) 12 months following the date Termination Date of termination any health insurance benefits to which Executive was entitled as of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices Termination Date at the outplacement firm's premisessame level as active employees (with such benefits to be provided in the form of subsidized COBRA premiums); and (iv) accelerated vesting of the portion of Executive’s then-unvested equity awards subject to time-based vesting that are held by Executive as of the Termination Date and which were scheduled to vest within 12 months following the Termination Date. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the The cash termination payments described in this Section 4(e)shall be paid to Executive within 60 days following the Termination Date, provided that if the Company and period during which Executive will execute and deliver within 30 days after may sign the date of Release straddles two calendar years, then such cash termination of employment a general mutual release payments shall be paid to Executive in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during second of such times as Executive is in breach of Sections 5, 6, or 7 hereofcalendar years.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Period and the Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for "Good Reason," Executive will be entitled accrued but unused vacation, and (vi) subject to receive (A) his Accrued Obligationsthe Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) a cash severance payment equal to fifty percent the Executive having resigned from the Board, and (50%C) of Executive's Annual Base Salary, payable in regular installments in accordance the Executive complying with the Company's general payroll practices (covenants set forth in effect from time to time) beginning on the first pay date following Section 4, Base Salary for a severance period commencing upon the date of termination and ending on twelve (12) months thereafter (such period, the sixth monthly anniversary date of the first pay date, (C“Severance Period”) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) above, shall continue to receive the compensation and (D) benefits that the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if received during the date of such termination occurs prior to the last day remainder of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofSeverance Period.

Termination by the Company Without Cause or by Executive for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by (i) the Company without CauseCause (as defined in Section 6.4 hereof) (other than as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof)) or if Executive terminates his employment for Good Reason (as defined in Section 6.1(c) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or (ii) by programs, including but not limited to those referred to in Section 3.4 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, in connection with such termination Executive for "Good Reason," Executive will shall be entitled to receive the following: (i) an amount equal to (A) his Accrued Obligations, (B) a cash severance payment equal to fifty percent (50%) of one times Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date, (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs Salary if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day first anniversary of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Commencement Date or (B) two times Executive's date Base Salary if such termination occurs on or after the first anniversary of termination). Any such bonus amount payable under this Section 4(e) will be payable the Commencement Date, in either case at such time the annual rate as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,5006.1(a). As a condition to , payable over the twelve month period following the Termination Date in substantially equal installment payments and in accordance with the normal payroll practices of the Company's obligations to make ; (ii) a cash lump sum payment in respect of (x) accrued but unused vacation days (the payments described in this Section 4(e"Vacation Payment"), (y) compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the Company "Compensation Payment") and Executive will execute (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and deliver within 30 days after (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with the respective terms thereof for a period ending on the earlier of (A) the second anniversary of the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e6.1(a) during such times as or (B) the date on which Executive is in breach becomes covered under comparable benefit plans of Sections 5, 6, or 7 hereofa new employer.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Period and the Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(f), (iv) payment for "Good Reason," Executive will be entitled accrued but unused vacation, and (v) subject to receive (A) his Accrued Obligationsthe Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) a cash severance payment equal to fifty percent the Executive having resigned from the Board, and (50%C) of Executive's Annual Base Salary, payable in regular installments in accordance the Executive complying with the Company's general payroll practices (covenants set forth in effect from time to time) beginning on the first pay date following Section 4, Base Salary for a severance period commencing upon the date of termination and ending on twelve (12) months thereafter (such period, the sixth monthly anniversary date of the first pay date, (C“Severance Period”) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) above, shall continue to receive the compensation and (D) benefits that the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if received during the date of such termination occurs prior to the last day remainder of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofSeverance Period.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Period and the Executive's employment is hereunder may be terminated by (i) the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment for "Good Reason," Executive will be entitled accrued but unused vacation, and (v) subject to receive (A) his Accrued Obligationsthe Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) a cash severance payment equal to fifty percent the Executive having resigned from the Board, and (50%C) of Executive's Annual Base Salary, payable in regular installments in accordance the Executive complying with the Company's general payroll practices (covenants set forth in effect from time to time) beginning on the first pay date following Section 4, Base Salary for a severance period commencing upon the date of termination and ending on eighteen (18) months thereafter (such period, the sixth monthly anniversary date of the first pay date, (C“Severance Period”) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) above, shall continue to receive the compensation and (D) benefits that the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if received during the date of such termination occurs prior to the last day remainder of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofSeverance Period.

Termination by the Company Without Cause or by Executive for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by (i) the Company without CauseCause (as defined in Section 6.4 hereof) (other than as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof)) or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (d) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or (ii) by programs, including but not limited to those referred to in Section 3.3 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, in connection with such termination Executive for "Good Reason," Executive will shall be entitled to receive the following: (i) an amount equal to (A) his Accrued Obligationsone times the Executive's Base Salary, provided that (B) if such termination occurs at the time of and in connection with a cash severance payment Change of Control (as defined in Executive's Non-Qualified Stock Option Agreement dated as of the date hereof) which Change of Control occurs after the first anniversary of the date hereof, then an amount equal to fifty percent (50%) of two times the Executive's Annual Base Salary, in either case at the annual rate as of the date of termination under this Section 6.1(a), payable over the twelve month period following the Termination Date in regular installments substantially equal installment payments and in accordance with the Company's general normal payroll practices of the Company; (ii) a cash lump sum payment in effect from time to timerespect of (x) beginning on accrued but unused vacation days (the first pay date following "Vacation Payment"), (y) compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the date of termination "Compensation Payment") and (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with the respective terms thereof for a period ending on the sixth monthly anniversary date earlier of the first pay date, (CA) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) 12 months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e6.1(a) during such times as or (B) the date on which the Executive is in breach becomes covered under comparable benefit plans of Sections 5, 6, or 7 hereofa new employer.

Termination by the Company Without Cause or by Executive for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by (i) the Company without CauseCause (as defined in Section 6.4 hereof) (other than as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof)) or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or (ii) by programs, including but not limited to those referred to in Section 3.3 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, in connection with such termination Executive for "Good Reason," Executive will shall be entitled to receive the following: (i) an amount equal to (A) his Accrued Obligations, (B) a cash severance payment equal to fifty percent (50%) of one times Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date, (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs Salary if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day first anniversary of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Commencement Date or (B) two times Executive's date Base Salary if such termination occurs on or after the first anniversary of termination). Any such bonus amount payable under this Section 4(e) will be payable the Commencement Date, in either case at such time the annual rate as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,5006.1(a). As a condition to , payable over the twelve month period following the Termination Date in substantially equal installment payments and in accordance with the normal payroll practices of the Company's obligations to make ; (ii) a cash lump sum payment in respect of (x) accrued but unused vacation days (the payments described in this Section 4(e"Vacation Payment"), (y) compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the Company "Compensation Payment") and Executive will execute (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and deliver within 30 days after (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with the respective terms thereof for a period ending on the earlier of (A) the second anniversary of the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e6.1(a) during such times as or (B) the date on which Executive is in breach becomes covered under comparable benefit plans of Sections 5, 6, or 7 hereofa new employer.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by (i) the Company without Cause, or (ii) by Executive for "“Good Reason," ” Executive will be entitled to receive (A) his Accrued Obligations, (B) a cash severance payment equal to fifty percent (50%) of Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date; provided, however, that if the Executive is terminated by (i) the Company without Cause, or (ii) by Executive for “Good Reason,” within 12 months after a Change in Control, Executive will be entitled to receive an increased severance payment equal to one hundred percent (100%) of Executive’s Annual Base Salary, payable in 12 monthly installments pursuant to the terms of this Section 4(e)(B), (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) aboveabove (for six or 12 months as applicable), and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereof.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Period and the Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for "Good Reason," Executive will be entitled accrued but unused vacation, and (vi) subject to receive (A) his Accrued Obligationsthe Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) a cash severance payment equal to fifty percent the Executive having resigned from the Board, and (50%C) of Executive's Annual Base Salary, payable in regular installments in accordance the Executive complying with the Company's general payroll practices (covenants set forth in effect from time to time) beginning on the first pay date following Section 4, Base Salary for a severance period commencing upon the date of termination and ending on twelve (12) months thereafter (such period, the sixth monthly anniversary date of the first pay date, (C“Severance Period”) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries Exhibit 10.2 or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) above, shall continue to receive the compensation and (D) benefits that the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if received during the date of such termination occurs prior to the last day remainder of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofSeverance Period.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by (i) the Company without Cause, or (ii) by Executive for "Good Reason," Executive will be entitled to receive (A) his Accrued Obligations, (B) a cash severance payment equal to fifty seventy-five percent (5075%) of Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth ninth monthly anniversary date of the first pay date; provided, however, that if the Executive is terminated by (i) the Company without Cause, or (ii) by Executive for "Good Reason," within 12 months after a Change in Control, Executive will be entitled to receive an increased severance payment equal to one hundred percent (100%) of Executive’s Annual Base Salary, payable in 12 monthly installments pursuant to the terms of this Section 4(e)(B), (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) aboveabove (for nine or 12 months as applicable), and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six nine (69) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereof.

Termination by the Company Without Cause or by Executive for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by (i) the Company without CauseCause (as defined in Section 6.4 hereof) (other than as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof)) or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (d) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or (ii) by program, including but not limited to those referred to in Section 3.4 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, Executive for "Good Reason," Executive will shall be entitled to receive the following: (i) an amount equal to: (A) his Accrued Obligations, one times the Executive's Base Salary (for employment termination occurring on or before the first anniversary of the Purchase Date as defined in the Management Stockholder's Agreement attached hereto) or (B) a cash severance payment equal to fifty percent (50%) of two times the Executive's Annual Base SalarySalary (for termination occurring after the first anniversary of the Purchase Date, at the annual rate as of the date of termination under this Section 6.1(a), payable over the twelve month period following the Termination Date in regular installments substantially equal installment payments and in accordance with the Company's general normal payroll practices of the Company; (ii) a cash lump sum payment in effect from time to timerespect of (x) beginning accrued but unused vacation days (the "Vacation Payment"), (y) compensation earned but not yet paid (including any deferred Bonus payments (the "Compensation Payment") and (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with the respective terms thereof for a period ending on the first pay date following earlier of (A) the second anniversary of the date of termination and ending on the sixth monthly anniversary date of the first pay date, (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e6.1 (a) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six or (6B) months following the date of termination of employment with on which the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation Executive becomes covered under comparable benefit plans of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofnew employer.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Period and the Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for Exhibit 10.1 business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for "Good Reason," Executive will be entitled accrued but unused vacation, and (vi) subject to receive (A) his Accrued Obligationsthe Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) a cash severance payment equal to fifty percent the Executive having resigned from the Board, and (50%C) of Executive's Annual Base Salary, payable in regular installments in accordance the Executive complying with the Company's general payroll practices (covenants set forth in effect from time to time) beginning on the first pay date following Section 4, Base Salary for a severance period commencing upon the date of termination and ending on twelve (12) months thereafter (such period, the sixth monthly anniversary date of the first pay date, (C“Severance Period”) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) above, shall continue to receive the compensation and (D) benefits that the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if received during the date of such termination occurs prior to the last day remainder of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereofSeverance Period.

Termination by the Company Without Cause or by Executive for Good Reason. If The Employment Term and Executive's ’s employment is hereunder may be terminated by (i) the Company without Cause, Cause or (ii) by Executive for "Good Reason," . In the event of such a termination (subject to Section 4(d) below), Executive will shall be entitled to receive (A) his the Accrued ObligationsAmounts, and (B) a cash severance payment equal the Severance Amount (as provided below); provided, that Executive shall be entitled to fifty percent receive the Severance Amount only if (50%i) Executive has materially complied with, and is in compliance in all material respects with, Sections 5, 6, and 7 of Executive's Annual Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date, (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) abovethis Agreement, and (Dii) Executive executes a general release of all claims and rights that Executive may have against the bonus described Company and its related entities and their respective equityholders, members, officers, directors, managers and employees relating to Executive’s employment and/or termination, in Section 3(a)(iia form substantially similar to Exhibit A hereto (the “Release”) above for within 45 days following the calendar Termination Date, and does not revoke the Release within any applicable revocation period. The Severance Amount shall equal (i) one year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect Base Salary rate as of which such bonus is awardedthe Termination Date, then such bonus will be plus the Target Annual Bonus prorated upon based on the number of days elapsed that Executive is employed during the fiscal year in which the Termination Date occurs, in each case payable in a single lump sum; (ii) payment of any earned but unpaid Annual Bonus for the fiscal year prior to Executive's date of termination). Any such bonus amount the year in which the Termination Date occurs, payable under this Section 4(ein a single lump sum; (iii) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, continuation for a period of up to six (6) 12 months following the date Termination Date of termination any health insurance benefits to which Executive was entitled as of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices Termination Date at the outplacement firm's premisessame level as active employees (with such benefits to be provided in the form of subsidized COBRA premiums); and (iv) accelerated vesting of the portion of Executive’s then-unvested equity awards subject to time-based vesting that are held by Executive as of the Termination Date and which were scheduled to vest within 12 months following the Termination Date. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the The cash termination payments described in this Section 4(e)shall be paid to Executive within 60 days following the Termination Date, provided that if the Company and period during which Executive will execute and deliver within 30 days after may sign the date of Release straddles two calendar years, then such cash termination of employment a general mutual release payments shall be paid to Executive in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during second of such times as Executive is in breach of Sections 5, 6, or 7 hereofcalendar years.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by (i) the Company without Cause, or (ii) by Executive for "Good Reason," Executive will be entitled to receive (A) his Accrued Obligations, (B) a cash severance payment equal to fifty seventy-five percent (5075%) of Executive's Annual then applicable Base Salary, payable in regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth ninth monthly anniversary date of the first pay datedate provided, however, that if Executive is terminated by (i) the Company without Cause, or (ii) by Executive for "Good Reason," within 12 months after a Change in Control, Executive will be entitled to receive an increased severance payment equal to one hundred percent (100%) of Executive’s then applicable Base Salary and Annual Bonus, each payable in twelve (12) monthly installments pursuant to the terms of this Section 4(e)(B), and (C) addition of the cost of Company-provided health insurance to each severance payment made in accordance with Section 4(e)(B) above, and above (D) the bonus described in Section 3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination9 or 12 months as applicable). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six nine (69) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars seven thousand five hundred dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereof.

Termination by the Company Without Cause or by Executive for Good Reason. If the Executive's ’s employment is terminated by (i) the Company without Cause, or (ii) by Executive for "with Good Reason," , or by reason of the Company’s non-renewal of this Agreement (as set forth in Section 2(a) above), Executive will shall be entitled to receive to: (A) his any accrued and unpaid Base Salary and vacation earned through the Date of Termination (the “Accrued Obligations, ”); (B) provided that Executive executes and delivers (and does not revoke) a cash severance payment general release of all claims against the Company in form and substance reasonably satisfactory to the Company (a “Release”), (x) an amount equal to fifty percent (50%) of two times Executive's Annual ’s Base Salary, payable which shall be paid in regular equal installments in accordance with on the Company's general ’s regular payroll practices dates over the period commencing on the first payroll date following the effective date of the Release and ending on the date that is six months thereafter, and (y) continued coverage under the Benefits Plans for a number of months equal to the number of months between the Date of Termination and the end of the then-applicable Term (or, if longer, for 12 months), on terms and conditions set forth in effect such plans (as may be amended from time to time) beginning on the first pay date following the date of termination ); and ending on the sixth monthly anniversary date of the first pay date, (C) addition provided that Executive executes and delivers (and does not revoke) the Release: (x) a number of shares of restricted stock subject to the Time-Based Award will vest as of the cost Date of Company-provided health insurance Termination, such number to each severance payment made in accordance with Section 4(e)(B) above, and be equal to (DI) the bonus described in Section 3(a)(ii) above for number of shares subject to the calendar Time-Based Award that would have vested on December 31 of the year in which such his termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated occurs, multiplied by (provided that if II) a fraction, the date of such termination occurs prior to the last day of the calendar year in respect numerator of which such bonus is awarded, then such bonus will be prorated upon equal to the number of days elapsed Executive worked in such year and and the denominator of which is 365; and (y) a number of shares of restricted stock subject to the Performance-Based Award will vest as of the Date of Termination, such number to be equal to the number of shares subject to the Performance-Based Award that would have vested on December 31 of the year in which his termination occurs (because some or all of the provisions of Section 4(a)(ii) above were satisfied prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500Executive’s employment). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section 4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereof.