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

Without Cause; For Good Reason. (i) If, during the Term, Employer terminates this Agreement and Executive's employment hereunder without Cause or Executive terminates this Agreement and Executive's employment hereunder for Good Reason, then (a) Employer's sole obligation to Executive under this Agreement or otherwise shall be to: (1) pay and/or provide, as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding the date of termination, Employer shall waive the remaining portion of Executive's healthcare continuation payments under COBRA for a period of twelve (12) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination) for a period equal to the greater of (y) twelve (12) months, or (z) through the end of the then-current Term, and (b) all options granted shall be deemed fully vested as of the date of termination and shall remain exercisable by Executive until such date(s) provided in the option grants.

Without Cause; For Good Reason. (i) If, during the Term, Employer terminates this Agreement and Executive's employment hereunder without Cause or Executive terminates this Agreement and Executive's employment hereunder for Good Reason, then (a) Employer's sole obligation to Executive under this Agreement or otherwise shall be to: (1) pay and/or provide, as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding the date of termination, Employer shall waive the remaining portion of Executive's healthcare continuation payments under COBRA for a period of twelve nine (129) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination) for a period equal to the greater of (y) twelve nine (129) months, or (z) through the end of the then-current Term, and (b) all options and warrants granted pursuant to the 2005 Grant shall be deemed fully vested as of the date of termination and (a) with respect to such options, shall remain exercisable by Executive until July 1, 2009, and (b) with respect to such date(s) provided in the option grantswarrants, shall remain exercisable by Executive until May 9, 2010.

Without Cause; For Good Reason. (i) If, during In the Term, Employer terminates event of termination of this Agreement and Executive's employment hereunder (x) by Econophone without Cause or (y) by Executive terminates this Agreement and Executive's employment hereunder for Good Reason, then Econophone (ai) Employer's sole obligation to shall pay the Executive under this Agreement or otherwise shall be to: (1A) pay and/or provide, as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding Base Salary through the date of termination, Employer in accordance with its prevailing salary payment practices (as determined by Econophone in its sole discretion), (B) within 30 days of such termination, a severance payment in the amount equal to six (6) month's Base Salary at the time of termination (provided if such termination occurs after Executive shall waive have been employed by Econophone for more than one year then such severence payment shall increase to one year's base salary at the remaining time of termination) and (C) any bonus previously awarded to but not yet paid to Executive and (ii) shall continue to provide Executive with Benefits (or comparable benefits), including (subject to applicable eligibility criteria) medical benefits comprising a portion of the Benefits (or comparable benefits) in respect of Executive's healthcare continuation payments under COBRA spouse and any dependents of the Executive as of the date of such termination, until six (6) months following such termination (provided if such termination occurs after Executive shall have been employed by Econophone for a period more than one year then such benefits shall be continued for one year from the date of termination) . In addition, in the event that any such termination by Econophone without Cause or by Executive for Good Reason occurs in the first twelve (12) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay employment by Econophone, 100,000 of the options granted to Executive his Base Salary (at in accordance with the rate in effect on the date terms of termination) for a period equal to the greater of (y) twelve (12) months, or (z) through the end of the then-current Term, Executive's Incentive Stock Option Agreement shall become immediately vested and (b) all options granted shall be deemed fully vested as of the date of termination and shall remain exercisable by Executive until such date(s) provided in the option grantsexercisable.

Without Cause; For Good Reason. (i) If, during If the Term, Employer terminates this Agreement and Executive's ’s employment hereunder is terminated by the Company without Cause before expiration of the Employment Period, or if the Executive terminates this Agreement and Executive's employment hereunder resigns for Good ReasonReason before expiration of the Employment Period, then (a) Employer's sole obligation the Company shall have no further payment obligations to the Executive under this Agreement or otherwise shall be tohis legal representatives, other than for payment of: (1) pay and/or providein a lump sum in cash within sixty (60) days after the Date of Termination (or such earlier date as required by applicable law), as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and in a lump sum in cash within seventy five (75) days after the Date of Termination (or such earlier date as required by applicable law), the amount of any Annual Bonus earned for any previous year that has not been paid; (3) the Pro-Rata Bonus, payable at the time the Annual Bonus for such fiscal year would otherwise have been paid, provided that the Executive continues to make contributions to has been employed for at least six months of the fiscal year in which such continuation coverage termination occurs; (4) a severance payment (“Severance Payment”), which shall be paid in equal to Executive's employee contribution installments in effect immediately preceding accordance with the date customary payroll practices of termination, Employer shall waive the remaining portion of Executive's healthcare continuation payments under COBRA for Company over a period of twelve (12) months (“Severance Period”), of an amount equal to two (2) times his Base Salary in effect on the Date of Termination; (5) for a period of eighteen (18) months following Executive's termination the Date of Termination that the Executive is eligible to elect and does elect to continue coverage for himself and his eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (unless collectively, “COBRA”), the Company shall continue to offer to provide medical and dental coverage to the Executive sooner as required by COBRA and, to the extent permitted by the Patient Protection and Affordable Care Act of 2010, the Company shall promptly reimburse the Executive for the premium costs charged to the Executive for such COBRA continuation coverage; provided, however, that such COBRA coverage shall terminate if and to the extent the Executive becomes eligible to obtain alternate healthcare receive medical and dental coverage from a new employer, in which case Employer's obligation subsequent employer (and any such eligibility shall be promptly reported to waive the remaining portion of Company by the Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination) for a period equal to the greater of (y) twelve (12) months, or (z) through the end of the then-current Term, and (b) all options granted shall be deemed fully vested as of the date of termination and shall remain exercisable by Executive until such date(s) provided in the option grants.6)

Without Cause; For Good Reason. (i) If, during If the Term, Employer terminates this Agreement and Executive's ’s employment hereunder is terminated by the Company without Cause before expiration of the Employment Period, or if the Executive terminates this Agreement and Executive's employment hereunder resigns for Good ReasonReason before expiration of the Employment Period, then (a) Employer's sole obligation the Company shall have no further payment obligations to the Executive under this Agreement or otherwise shall be tohis legal representatives, other than for payment of: (1) pay and/or providein a lump sum in cash within sixty (60) days after the Date of Termination (or such earlier date as required by applicable law), as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and provided in a lump sum in cash within seventy five (75) days after the Date of Termination (or such earlier date as required by applicable law), the amount of any Annual Bonus earned for any previous year that Executive continues to make contributions to such continuation coverage has not been paid; (3) a severance payment (“Severance Payment”), which shall be paid in equal installments in accordance with the customary payroll practices of the Company over a period of twelve (12) months (“Severance Period”), of an amount equal to Executive's employee contribution his Base Salary in effect immediately preceding on the date Date of termination, Employer shall waive the remaining portion of Executive's healthcare continuation payments under COBRA Termination; (4) any vesting rights to which Executive may be entitled pursuant to Section 2(b)(4) hereof; (5) for a period of twelve (12) months following Executive's termination the Date of Termination that the Executive is eligible to elect and does elect to continue coverage for himself and his eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (unless collectively, “COBRA”), the Company shall, to the extent permitted by the Patient Protection and Affordable Care Act of 2010, promptly reimburse the Executive sooner for that amount of the premium costs charged to the Executive for such COBRA continuation coverage as is equal to that amount paid by the Company on behalf of similarly situated active employees during such period; provided, however, that such reimbursement shall terminate if and to the extent the Executive becomes eligible to obtain alternate healthcare receive medical and dental coverage from a new employer, in which case Employer's obligation subsequent employer (and any such eligibility shall be promptly reported to waive the remaining portion of Company by the Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination) for a period equal to the greater of (y) twelve (12) months, or (z) through the end of the then-current Term, and (b) all options granted shall be deemed fully vested as of the date of termination and shall remain exercisable by Executive until such date(s) provided in the option grants.6)

Without Cause; For Good Reason. (i) If, during the Term, Employer terminates this Agreement and Executive's employment hereunder without Cause or Executive terminates this Agreement and Executive's employment hereunder for Good Reason, then (a) Employer's sole obligation to Executive under this Agreement or otherwise shall be to: (1) pay and/or provide, as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding the date of termination, Employer shall waive the remaining portion of Executive's healthcare continuation payments under COBRA for a period of twelve (12) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination) for a period equal to the greater of (y) twelve (12) months, or (z) through the end of the then-current Term, and (b) all options granted pursuant to the 2004 Option Grant shall be deemed fully vested as of the date of termination and shall remain exercisable by Executive until such date(s) provided in the option grantsJuly 1, 2009.

Without Cause; For Good Reason. (i) If, during Employee’s employment with Unitek shall terminate upon Unitek giving written notice to Employee of the Term, Employer terminates this Agreement and Executive's termination of such employment hereunder without Cause or Executive terminates this Agreement and Executive's Employee’s employment hereunder with Unitek shall terminate for Good Reason upon satisfaction of the requirements of Section 1(e); provided, however, in the event of termination without Cause or termination for Good Reason, then (aA) Employer's sole obligation Unitek shall pay to Executive under this Agreement or otherwise shall be to: Employee as soon as practicable (1allowing Unitek a reasonable period of time to calculate such amounts) pay and/or provideany and all of Employee’s salary, as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage benefits and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding other compensation earned through the date of termination, Employer shall waive the remaining portion such termination of Executive's healthcare continuation payments under COBRA for a period of twelve (12) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); employment and (3B) continue Unitek shall, subject to Employee’s execution and delivery of a Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, pay to Executive Employee an amount equal to one times his Base Salary (at the rate then in effect on effect) plus one times his Bonus for the date of termination) for a period equal calendar year prior to the greater of (y) twelve (12) monthscalendar year in which Employee’s termination occurs, such amount to be paid for the Severance Period, in accordance with Unitek’s then current payroll practices; provided that if Employee is terminated without Cause or (z) through terminates for Good Reason prior to the end of 2012, the then-current Term, and (bamount to be paid by Unitek under this Section 7(c)(i)(B) all options granted shall be deemed fully vested as of two times Employee’s Base Salary (at the date of termination and shall remain exercisable by Executive until such date(s) provided rate then in the option grants.effect)