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

Good Reason; Other Than for Cause. If during the Employment Period (1) the Company shall terminate the Employee’s employment other than for Cause, death or Disability, or (2) the Employee shall terminate the Employee’s employment for Good Reason: (i) The Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the Accrued Amounts; and B. an amount equal to: (1) in the event such termination occurs at any time other than a Change of Control Period, the sum of (i) the Employee’s Annual Base Salary at the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (B) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As a condition to the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and deliver to the Company a full release of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to time.

Good Reason; Other Than for Cause. If during the Employment Period (1) the Company shall terminate the Employee’s employment other than for Cause, death or Disability, or (2) the Employee shall terminate the Employee’s employment for Good Reason: (i) The Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the Accrued Amounts; and B. an amount equal to: (1) in the event such termination occurs at any time other than a Change of Control Period, the sum of (i) the Employee’s Annual Base Salary at the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two Three and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (B) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As a condition to the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and deliver to the Company a full release of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to time.

Good Reason; Other Than for Cause. If If, during the Employment Period (1) Term, the Company shall terminate the Employee’s ▇▇▇▇▇’▇ employment other than for Cause, death Cause (but not for Disability or DisabilityRetirement), or (2) the Employee ▇▇▇▇▇ shall terminate the Employee’s his employment for Good Reason: (i) The Within 14 days of ▇▇▇▇▇’▇ Date of Termination, the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the Accrued Amounts; and B. ▇▇▇▇▇ an amount equal to: (1) in to three times the event such termination occurs at any time other than a Change Chairman Salary as of Control Period, the sum of (i) the Employee’s Annual Base Salary at the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (ii) For a period of three years following the Date of Termination (the “Benefit Continuation Period”), ▇▇▇▇▇ shall be treated as if he had continued to be an executive for all purposes under the Company’s (or its subsidiary’s) health insurance plan and dental insurance plan; or if ▇▇▇▇▇ is prohibited from participating in such plans, the Company shall otherwise provide such benefits. ▇▇▇▇▇ shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, ▇▇▇▇▇ shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (iii) Until For the earlier to occur Benefit Continuation Period, the Company shall maintain in force, at its expense, ▇▇▇▇▇’▇ life insurance in effect under the Company’s (or its subsidiary’s) life insurance benefit plan as of (A) the expiration of eighteen months after the Date of Termination. ▇▇▇▇▇ shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, (B) the date on portion of the premiums in respect of such voluntary life insurance for which ▇▇▇▇▇ and the Company are responsible, respectively, shall be the same as the portion for which the Employee attains the age of 65Company and ▇▇▇▇▇ are responsible, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided planrespectively, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As a condition to For the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the event the Employee’s termination occurs outside of a Change of Control Benefit Continuation Period, the Employee must execute Company (or its subsidiary) shall provide short-term and deliver long-term disability insurance benefits to ▇▇▇▇▇ equivalent to the coverage that ▇▇▇▇▇ would have had if he had remained employed under the disability insurance plans applicable to ▇▇▇▇▇ on the Date of Termination. ▇▇▇▇▇ shall be responsible for any employee contributions for such insurance coverage. Should ▇▇▇▇▇ become disabled during such period, ▇▇▇▇▇ shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which ▇▇▇▇▇ and the Company are responsible, respectively, shall be the same as the portion for which ▇▇▇▇▇ and the Company are responsible, respectively, immediately prior to the Date of Termination. (v) Within fifteen (15) days after the Date of Termination, the Company shall pay to Executive a full release of all claims that cash payment in an amount, if any, necessary to compensate Executive for the Employee may have (and such release must become irrevocable) against Executive’s unvested interests under the Company’s (or its subsidiary’s) retirement savings plan which are forfeited by Executive in connection with the termination of Executive’s employment. (vi) The Company (or its subsidiary) shall adopt such amendments to its benefit plans, its Affiliated Groupif any, and all as are necessary to effectuate the provisions of this Agreement. (vii) Any outstanding unvested stock options, stock performance units, restricted stock award or similar equity awards held by ▇▇▇▇▇ on the Date of Termination that would have vested in accordance with their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws original terms had ▇▇▇▇▇ remained an active employee of the Company and any rights for the duration of the Employee under Benefit Continuation Period shall immediately vest as of the Directors Date of Termination and Officers Insurance Policy(iesall other stock options, stock performance units or other equity awards held by ▇▇▇▇▇ shall be immediately cancelled and forfeited as of the Date of Termination. In addition, ▇▇▇▇▇ shall have the right to continue to exercise any vested stock options (after giving effect to the immediately foregoing sentence) maintained held by ▇▇▇▇▇ during the Benefit Continuation Period; provided that in no event shall ▇▇▇▇▇ be entitled to exercise any such option beyond the original expiration date of such option. (viii) Following ▇▇▇▇▇’▇ Date of Termination, ▇▇▇▇▇ shall receive the computer which ▇▇▇▇▇ is utilizing as of the Date of Termination. In addition, ▇▇▇▇▇ shall be entitled to the furniture in ▇▇▇▇▇’▇ office suite as of the Date of Termination. In addition, until the end of the second taxable year following the year in which the Date of Termination occurs, the Company from time shall provide ▇▇▇▇▇ with an office suite and administrative assistant, each substantially comparable to timethe office suite and administrative assistant that were furnished to ▇▇▇▇▇ as of the Date of Termination.

Good Reason; Other Than for Cause. If If, during the Employment Period two (12) year period following a Change in Control, (X) the Company shall terminate terminates the Employee’s employment other than for Cause, death or Disabilitydeath, or Disability or (2Y) the Employee shall terminate the Employee’s employment resigns for Good Reason: (i1) The the Company shall pay to the Employee (or the Employee’s estate or beneficiary, in a lump sum in cash within 30 days the event of the Employee’s death after the Date of Termination Termination), at the aggregate of time specified herein (except as otherwise provided by Section 13(d)), the following amounts: A. the Accrued Amounts; and B. an amount (A) a lump sum payment equal to: (1) in the event such termination occurs at any time other than a Change of Control Period, to the sum of (i) two times the Base Pay of the Employee plus (ii) two times the target annual Incentive Pay of the Employee’s Annual Base Salary at , in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “Severance Payment”), payable within fifteen (15) business days following the Date of Termination, provided all conditions to payment have been satisfied; (B) commencing on the Date of Termination and (ii) continuing until the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum earlier of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) expiration of the Company and its Affiliated Group eighteen (such amounts and benefits, the “Other Benefits”18) in accordance with the terms and normal procedures month anniversary of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (Bii) the date on Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee attains the age of 65, (C) the date the Employee first becomes eligible was receiving or entitled to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal Termination (and if and to those the extent that would have been such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and to any the Employee’s eligible dependents and beneficiaries) such dependent) in accordance with health benefits and life insurance benefits). The Employee shall pay the planscost, programson an after-tax basis, practices and policies for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company had will make a lump sum payment to the Employee remained actively employedsuch that, provided that after payment of all taxes incurred by the Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As as a condition to result of the Employee’s receipt of payments the continued health benefits coverage and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in payment by the event the Employee’s termination occurs outside of a Change of Control PeriodCompany, the Employee must execute and deliver retains an amount equal to the Company a full release of all claims that amount the Employee may have (and such release must become irrevocable) against paid during the Companyimmediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable benefits provided or payable to the Parties hereunderEmployee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; providedand (C) A lump sum amount, if any, paid within two and one half (2 ½) months after the end of the calendar year that includes the Date of Termination, equal to the actual bonus that would have been payable to the Employee for the calendar year that includes the Date of Termination based on actual performance if the Employee had remained employed through the end of such calendar year; provided however, that such amount shall be adjusted on a pro rata basis based on the number of days the Employee shall retain was actually employed during the Employee’s indemnification and related rights as a former officer and director under bonus plan year in which the Certificate of Incorporation and Bylaws of termination occurs. Without limiting the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by at law or in equity, if the Company from time fails to timemake any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to the IRS published Applicable Federal Rate then in effect.

Good Reason; Other Than for Cause. If a Change of Control Event occurs during the Employment Period term of this Agreement and if: (1i) the Employee terminates employment for Good Reason during the Change of Control Period, (ii) the Company shall terminate terminates the Employee’s employment other than for Cause, death or Disability, Cause during the Change of Control Period or (2iii) the Employee shall terminate Company terminates the Employee’s employment other than for Good ReasonCause in anticipation of the Change of Control, as determined in good faith by the Compensation Committee: (i) The the Company shall pay to the Employee the following amounts: A. the “Accrued Obligations” in a lump sum in cash within 30 days after of the Date of Termination the aggregate of the following amounts: A. the Accrued Amountsor at such earlier time as required by applicable statute or regulation; and B. an the amount equal to: (1) in the event such termination occurs at any time other than a Change of Control Period, the sum of (i) the Employee’s Annual Base Salary at the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, to the product of (x1) two [X]** and (y2) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus., in a lump sum in cash within 30 days of the Date of Termination; and (ii) To for the number of years identified in subsection 2(a)(i)(B) above after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits, or use its best efforts to obtain such coverage at commercially reasonable rates, to the Employee and/or the Employee’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer employees of the Company and its affiliated companies and at the same cost applicable to such employees, as if the Employee’s employment had not been terminated; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. If the Company is unable to obtain or provide for the Employee all or any portion of the welfare benefits required by this subsection, the Company shall the reimburse the Employee for ** 3.0 in the agreements between the Company and each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; 2.0 in the agreement between the Company and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; and 1.5 in the agreements between the Company and each of the employees not otherwise mentioned above. 125% of the Company’s cost for such benefit or benefits with regard to a similarly situated active employee. (iii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services the scope and provider of which shall be at the highest level provided by the Company to its peer employees; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “all Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (B) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As a condition to the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and deliver to the Company a full release of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to time.

Good Reason; Other Than for Cause. If If, during the Employment Period three (13) year period following a Change in Control, (X) the Company shall terminate terminates the Employee’s employment other than for Cause, death or Disabilitydeath, or Disability or (2Y) the Employee shall terminate the Employee’s employment resigns for Good Reason: (i1) The the Company shall pay to the Employee (or the Employee’s estate or beneficiary, in a lump sum in cash within 30 days the event of the Employee’s death after the Date of Termination Termination), at the aggregate of time specified herein (except as otherwise provided by Section 13(d)), the following amounts: A. the Accrued Amounts; and B. an amount (A) a lump sum payment equal to: (1) in the event such termination occurs at any time other than a Change of Control Period, to the sum of (i) ____ times the Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee’s Annual Base Salary at , in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied; (B) commencing on the Date of Termination and (ii) continuing until the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum earlier of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) expiration of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures ___ year anniversary of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (Bii) the date on Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee attains the age of 65, (C) the date the Employee first becomes eligible was receiving or entitled to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal Termination (and if and to those the extent that would have been such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and to any the Employee’s eligible dependents and beneficiaries) such dependent) in accordance with health benefits and life insurance benefits). The Employee shall pay the planscost, programson an after-tax basis, practices and policies for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company had will make a lump sum payment to the Employee remained actively employedsuch that, provided that after payment of all taxes incurred by the Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As as a condition to result of the Employee’s receipt of payments the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and (C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under Sections 1(a)(i)each qualified or nonqualified pension, 1(a)(ii) and 1(a)(iii) in profit sharing, deferred compensation or supplemental plan maintained by the event Company for the Employee’s termination occurs outside of a Change of Control Period, benefit had the Employee must execute and deliver to continued his or her employment with the Company a full release for one additional year following his or her Date of all claims Termination, provided that the Employee may was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have (and such release must become irrevocable) against been satisfied. Without limiting the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by at law or in equity, if the Company from time fails to timemake any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%).

Good Reason; Other Than for Cause. If If, during the Employment Period (1) Term, the Company shall terminate the Employee’s ▇▇▇▇▇’▇ employment other than for Cause, death or Cause (but not for Disability), or (2) the Employee ▇▇▇▇▇ shall terminate the Employee’s his employment for Good Reason: (i) The Within 14 days of ▇▇▇▇▇’▇ Date of Termination, the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the Accrued Amounts; and B. ▇▇▇▇▇ an amount equal to: (1) in to three times the event such termination occurs at any time other than a Change of Control Period, the sum of (i) the Employee’s Annual Base Chairman Salary at the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through as the Date of Termination. (iiiii) Until the earlier to occur For a period of (A) the expiration of eighteen months after three years following the Date of Termination, (B) the date on which ▇▇▇▇▇ shall be treated as if he had continued to be an executive for all purposes under the Employee attains Company’s health insurance plan and dental insurance plan; or if ▇▇▇▇▇ is prohibited from participating in such plans, the age of 65Company shall otherwise provide such benefits. Following this continuation period, (C) the date the Employee first becomes eligible ▇▇▇▇▇ shall be entitled to receive health benefits continuation coverage under another employer-provided plan, from and after Part 6 of Title I or ERISA (“COBRA Benefits”) treating the Employee’s end of this period as a termination of ▇▇▇▇▇’▇ employment if allowed by law. (iii) For a period of three years following the Date of Termination, or (D) the death of the Employee, the Company shallshall maintain in force, via proper COBRA election by Employeeat its expense, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits ▇▇▇▇▇’▇ life insurance in effect under the EmployeeCompany’s coverage immediately prior to voluntary life insurance benefit plan as of the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As For a condition period of three years following ▇▇▇▇▇’▇ Date of Termination, the Company shall provide short-term and long-term disability insurance benefits to ▇▇▇▇▇ equivalent to the Employeecoverage that ▇▇▇▇▇ would have had had he remained employed under the disability insurance plans applicable to ▇▇▇▇▇ on the Date of Termination. Should ▇▇▇▇▇ become disabled during such period, ▇▇▇▇▇ shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. (v) To the extent not already vested pursuant to the terms of such plan, ▇▇▇▇▇’▇ interests under the Company’s receipt retirement savings plan shall be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the vesting of payments employer matching contributions based upon ▇▇▇▇▇’▇ years of service with the Company. (vi) The Company shall adopt such amendments to its benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (vii) ▇▇▇▇▇ shall be credited with an additional three years of vesting for purposes of all outstanding stock option and benefits described under Sections 1(a)(i)restricted stock awards and ▇▇▇▇▇ will have an additional three years in which to exercise such stock options. (viii) Following the Date of Termination, 1(a)(ii) and 1(a)(iii) ▇▇▇▇▇ shall receive the computer which ▇▇▇▇▇ is utilizing as of the Date of Termination. In addition, ▇▇▇▇▇ shall be entitled to the furniture in ▇▇▇▇▇’▇ office suite as of the event the Employee’s termination occurs outside Date of Termination. In addition, for a Change period of Control Periodthree years following ▇▇▇▇▇’▇ Date of Termination, the Employee must execute Company shall provide ▇▇▇▇▇ with an office suite and deliver administrative assistant, each substantially comparable to the Company a full release of all claims office suite and administrative assistant that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable were furnished to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights ▇▇▇▇▇ as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights date of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to time▇▇▇▇▇’▇ Date of Termination.

Good Reason; Other Than for Cause. If If, during the Employment Period (1) Term, the Company shall terminate the Employee’s ▇▇▇▇▇’▇ employment other than for Cause, death Cause (but not for Disability or DisabilityRetirement), or (2) the Employee ▇▇▇▇▇ shall terminate the Employee’s his employment for Good Reason: (i) The Within 14 days of ▇▇▇▇▇’▇ Date of Termination, the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the Accrued Amounts; and B. ▇▇▇▇▇ an amount equal to: (1) in to three times the event such termination occurs at any time other than a Change of Control Period, the sum of (i) the Employee’s Annual Base Chairman Salary at the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through as the Date of Termination. (iiiii) Until the earlier to occur For a period of (A) the expiration of eighteen months after three years following the Date of Termination, (B) ▇▇▇▇▇ shall be treated as if he had continued to be an executive for all purposes under the date on which Company’s health insurance plan and dental insurance plan; or if ▇▇▇▇▇ is prohibited from participating in such plans, the Employee attains the age of 65Company shall otherwise provide such benefits. Following this continuation period, (C) the date the Employee first becomes eligible ▇▇▇▇▇ shall be entitled to receive health benefits continuation coverage under another employer-provided plan, from and after Part 6 of Title I or ERISA (“COBRA Benefits”) treating the Employee’s end of this period as a termination of ▇▇▇▇▇’▇ employment if allowed by law. (iii) For a period of three years following the Date of Termination, or (D) the death of the Employee, the Company shallshall maintain in force, via proper COBRA election by Employeeat its expense, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits ▇▇▇▇▇’▇ life insurance in effect under the EmployeeCompany’s coverage immediately prior to voluntary life insurance benefit plan as of the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As For a condition period of three years following ▇▇▇▇▇’▇ Date of Termination, the Company shall provide short-term and long-term disability insurance benefits to ▇▇▇▇▇ equivalent to the Employeecoverage that ▇▇▇▇▇ would have had had he remained employed under the disability insurance plans applicable to ▇▇▇▇▇ on the Date of Termination. Should ▇▇▇▇▇ become disabled during such period, ▇▇▇▇▇ shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. (v) To the extent not already vested pursuant to the terms of such plan, ▇▇▇▇▇’▇ interests under the Company’s receipt retirement savings plan shall be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the vesting of payments employer matching contributions based upon ▇▇▇▇▇’▇ years of service with the Company. (vi) The Company shall adopt such amendments to its benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (vii) ▇▇▇▇▇ shall be credited with an additional three years of vesting for purposes of all outstanding stock option and benefits described under Sections 1(a)(i)restricted stock awards and ▇▇▇▇▇ will have an additional three years in which to exercise such stock options. (viii) Following the Date of Termination, 1(a)(ii) and 1(a)(iii) ▇▇▇▇▇ shall receive the computer which ▇▇▇▇▇ is utilizing as of the Date of Termination. In addition, ▇▇▇▇▇ shall be entitled to the furniture in ▇▇▇▇▇’▇ office suite as of the event the Employee’s termination occurs outside Date of Termination. In addition, for a Change period of Control Periodthree years following ▇▇▇▇▇’▇ Date of Termination, the Employee must execute Company shall provide ▇▇▇▇▇ with an office suite and deliver administrative assistant, each substantially comparable to the Company a full release of all claims office suite and administrative assistant that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable were furnished to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights ▇▇▇▇▇ as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights date of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to time▇▇▇▇▇’▇ Date of Termination.

Good Reason; Other Than for Cause. If during the Employment Period (1) the Company shall terminate the Employee’s employment other than for Cause, death or Cause (but not for Disability), or (2) the Employee shall terminate the Employee’s his employment for Good Reason: (i) The Company shall pay to Employee on the Employee in a lump sum in cash within 30 days after the Employee’s Date of Termination the aggregate of the following amounts: A. the Accrued Amounts; and B. in cash in one lump sum, an amount equal to: (1) in the event such termination occurs at any time other than a Change to one-half of Control Period, the sum of (i) the Employee’s Annual Base Salary at the Date of Termination (annualized, and (ii) the Target Bonus; or (2without regard to pro-ration) in the event such termination occurs during or at the end effect as of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iiiii) Until the earlier to occur For a period of (A) the expiration of eighteen six months after following the Date of Termination, (B) the date on which the Employee attains shall be treated as if he had continued to be an Employee for all purposes under the age of 65, (C) the date Company’s health insurance plan and dental insurance plan; or if the Employee first becomes eligible to receive health benefits under another employer-provided is prohibited from participating in such plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employeeat its sole cost and expense, continue medical provide health and dental benefits insurance coverage for Employee which is equivalent to the coverage provided to Employee (and, if applicable, to the spouse and dependents as of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination. Following this continuation period, the Employee shall be entitled to receive continuation coverage under Part 6 of Title I or ERISA (“COBRA Benefits”) treating the end of this period as a termination of the Employee’s employment if allowed by law. (iii) For a period of six months following the Date of Termination, Company shall maintain in force, at least equal its expense, all life insurance being provided or required to those that would have been be provided to the Employee (and to any such dependent) in accordance with by the plans, programs, practices and policies Company as of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA paymentDate of Termination. (iv) As a condition The Company shall adopt such employee benefit plans or amendments to its employee benefit plans, if any, as are necessary to effectuate the Employee’s receipt provisions of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and deliver to the Company a full release of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to timethis Agreement.

Good Reason; Other Than for Cause. If If, during the --------------------------------- Employment Period (1) Period, the Company shall terminate the Employee’s Executive's employment other than for Cause, death Cause or Disability, or (2) the Employee Executive shall terminate the Employee’s employment for Good Reason: (i) The the Company shall pay to the Employee Executive in a lump sum in cash within 30 ten days after of the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's accrued Annual Base Salary through the Date of Termination, (2) any annual bonus earned by the Executive with respect to the previous year, and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued AmountsObligations"); and B. an amount equal to: (1) in to 200% of the event such termination occurs at any time other than a Change of Control Period, the sum of (i) the Employee’s Executive's Annual Base Salary at immediately prior to the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus"Severance Payment"). (ii) To subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Employee Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefitsaffiliated companies, including, without limitation, the “Other Benefits”) vested benefit, if any, of the Executive under any qualified defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and normal procedures benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide (on the same basis as at the Executive's Date of each such planTermination) for the continued participation of the Executive and, programto the extent applicable, policy or practicehis family, based on accrued benefits through in the Company's medical, dental, vision and basic life insurance plans and programs, for a period of four months commencing with the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (B) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (; and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (iv) As a condition to the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and deliver to the Company a full release shall provide the Executive with outplacement services during the twelve month period commencing with the Date of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all Termination up to an aggregate cost of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to time$25,000.