Common use of Involuntary Termination by the Company without Cause Clause in Contracts

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause"), by providing the Executive with at least forty-five (45) days written notice. (a) The Company's decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product of two (2) times both the Executive's Base Salary and the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive's termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company At all times during the term of this Agreement, the Chief Executive Officer may terminate the Executive's employment, as provided under this Agreement, at any time, for any reason reasons other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause"), by providing notifying the Executive with in writing of the Company's intent to terminate, at least forty-five thirty (4530) calendar days prior to the Effective Date of Termination that is specified by the Company in the written notice. (a) The . In addition, the Company's unilateral decision not to renew refrain from renewing the term of this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) . Upon the Effective Date of Termination specified by the Company for termination by the Company without causeTermination, the Company shall pay to the Executive, Executive an amount payable in equal monthly installments over the following twenty-four (24) month period an amount months equal to the product of two (2) times both the Executive's Base Salary and the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of TerminationDate, all health health, welfare, and welfare benefit plan participation for two (2) full years following the Executive's employment termination of employment; provided, however, provided that the applicable COBRA "health insurance benefit continuation period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) . The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (da) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitablenonforfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's termination of employment. The Executive must satisfy the tax withholding requirements. (e) requirements described in Section 10 with respect to the restricted stock. The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executiveexecutive's coverage under the Companycompany's benefit plans as if the Executive executive remained employed through the end of the term of this Agreementagreement. Service credited to the executive for purposes of the company's pension plans pursuant to this subsection (ii) shall be in addition to any service credited to the executive pursuant to section 5(c). Notwithstanding the foregoing, if crediting the company determines that giving such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Companyramifications, the Company company may pay the Executive executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive executive of such age and service credit and continued coverage through the end of the term of this Agreementagreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's ’s employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("“involuntary termination without Cause"”), by providing the Executive with at least forty-five (45) days written notice. (a) The Company's ’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product of two (2) times both the Executive's ’s Base Salary and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's ’s target Annual Bonus for the calendar fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive's ’s termination of employment; provided, however, that the applicable COBRA "“period of coverage" ” under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's ’s termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's ’s pension, medical and other benefit plans, and the Company will continue the Executive's ’s coverage under the Company's ’s benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's ’s employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("“involuntary termination without Cause"”), by providing the Executive with at least forty-five (45) days written notice. (a) The Company's ’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 11.3 or 12.4 11.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four twelve (2412) month period an amount equal to the product of two one (21) times both the Executive's ’s Base Salary and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two one (21) full years year following the Executive's ’s termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with six months of outplacement services not to exceed a cost of fifty thousand dollars ($50,000)services. (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's ’s termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive . If applicable Canadian law provides for additional compensation and benefits under this Article 7.4, this Article 7.4 will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications amended to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value conform to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverageapplicable Canadian law. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause"), by providing the Executive with at least forty-five (45) days written notice. (a) The Company's decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (ba) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product one (1) year of two (2) times both the Executive's Base Salary and the Executive's target Annual Bonus Incentive established for the fiscal year in which the Executive's Effective Date of Termination occursoccurs according the Company's regularly scheduled payroll practices. The If, however, the Company determines that such payments are subject to Treasury Regulation Service 1.409A-3(g)(2), payment shall also pay to begin on the Executive first day of the amount equal to a pro rata share month following the six (6) month anniversary of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, with 6/12 of the total payment made on such date and 1/12 of the denominator payment made on the first day of which is three hundred sixty-five each month in the six (365)). 6) month period thereafter. (b) In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation participation, as permitted by law, for two one (21) full years year following the Executive's termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with six (6) months of outplacement services not to exceed a cost of fifty thousand dollars ($50,000)services. (d) Any unvested stock options or any outstanding restricted stock, excluding performance-based restricted stock grants issued under a performance based plangrants, as of the Effective Date of Termination, that would become vested (that is, exercisable in the case of stock options or transferable and non-forfeitableforfeitable in the case of restricted stock) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's termination Effective Date of employmentTermination. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause"), by providing the Executive with at least forty-five (45) days written notice. (a) The Company's decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product of two (2) times both the Executive's Base Salary and the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar fiscal year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive's termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's ’s employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("involuntary termination without “Cause")”, by providing the Executive with at least forty-five (45) days written notice. (a) The Company's ’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four twelve (2412) month period an amount equal to the product of two one (21) times both the Executive's ’s Base Salary and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two one (21) full years year following the Executive's ’s termination of employment; provided, however, that the applicable COBRA "“period of coverage" ” under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's ’s termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's ’s pension, medical and other benefit plans, and the Company will continue the Executive's ’s coverage under the Company's ’s benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause"), by providing the Executive with at least forty-five (45) days written notice. (a) The Company's decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four twelve (2412) month period an amount equal to the product of two one (21) times both the Executive's Base Salary and the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive's termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company At all times during the term of this Agreement, the CEO may terminate the Executive's ’s employment, as provided under this Agreement, at any time, for any reason reasons other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause"), by providing notifying the Executive with in writing of the Company’s intent to terminate, at least forty-five thirty (4530) calendar days prior to the Effective Date of Termination that is specified by the Company in the written notice. (a) The . In addition, the Company's ’s unilateral decision not to renew refrain from renewing the term of this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) . Upon the Effective Date of Termination specified by the Company for termination by the Company without causeTermination, the Company shall pay to the Executive, Executive an amount payable in equal monthly installments over the following twenty-four (24) month period an amount months equal to the product of two (2) times both the Executive's Base Salary and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of TerminationDate, all health health, welfare, and welfare benefit plan participation for two (2) full years following the Executive's employment termination of employment; provided, however, provided that the applicable COBRA "health insurance benefit continuation period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) . The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (da) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitablenonforfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's ’s termination of employment. The Executive must satisfy the tax withholding requirements. (e) requirements described in Section 10 with respect to the restricted stock. The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's ’s pension, medical and other benefit plans, and the Company will continue the Executive's executive’s coverage under the Company's company’s benefit plans as if the Executive executive remained employed through the end of the term of this Agreementagreement. Service credited to the executive for purposes of the company’s pension plans pursuant to this subsection (ii) shall be in addition to any service credited to the executive pursuant to section 5(c). Notwithstanding the foregoing, if crediting the company determines that giving such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Companyramifications, the Company company may pay the Executive executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive executive of such age and service credit and continued coverage through the end of the term of this Agreementagreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, at any time, for any reason other than death, Disability, Retirement, or for Cause (as hereinafter defined) ("involuntary termination without Involuntary Termination Without Cause"), by providing the Executive with at least forty-five ninety (4590) days written notice. (a) The Company's decision not to renew this Agreement at by providing ninety (90) days notice before the Expiration Date end of the Initial Term or any Renewal Period Period, in accordance with Article 1, shall be deemed an involuntary termination without causeInvoluntary Termination Without Cause; provided, however, that for purposes of this Article 7.4(aSection 7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 Section 17.3 or 12.4 17.4 at a time other than the Expiration Date expiration date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Involuntary Termination Without Cause. (b) Upon In the Effective Date event of Executive's Involuntary Termination specified by the Company for termination by the Company without causeWithout Cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period period, an amount equal to the product of two (2) times both the Executive's Base Salary and the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occurs. The Company shall also pay to the Executive the an additional amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar fiscal year in which the Effective Date of Termination occurs (calculated by multiplying (i) the calculation Base Salary in effect on the Date of which Termination by (ii) the Annual Target Bonus is multiplied Rate in effect on the Date of Termination and by (iii) a fraction, the numerator of which is the number of full completed days in the bonus plan year Employment Year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). The Company shall also pay to the Executive any compensation previously deferred by the Executive by his own election. In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan the Executive's participation in the Welfare Plans for two (2) full years following the Executive's termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) ERISA shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000)[amount]. (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date All of the Executive's termination outstanding stock options, stock grants, stock appreciation rights, performance-based grants, and all other forms of employmentincentive compensation, regardless of whether such is equity or cash based, will, to the extent allowed under the terms and conditions of the applicable incentive compensation award agreement, become fully vested and immediately exercisable by the Executive. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical retirement and other benefit plansWelfare Plans, and the Company will continue the Executive's coverage under the Company's benefit plans retirement and Welfare Plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit retirement plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may shall pay the Executive a lump sum cash amount that reasonably approximates the after-tax discounted present value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such age and service credit and continued coverage. The discounted present value shall be determined by using a discount rate equal to the lesser of (i) the applicable federal long-term rate, as determined pursuant to section 1274(d) of the Internal Revenue Code of 1986, as amended, or (ii) seven and one-half percent (7 1/2 %) . The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's ’s employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause")“cause”, by providing the Executive with at least forty-five (45) days written notice. (a) The Company's ’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product of two (2) times both the Executive's ’s Base Salary and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's ’s target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive's ’s termination of employment; provided, however, that the applicable COBRA "“period of coverage" ” under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's ’s termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's ’s pension, medical and other benefit plans, and the Company will continue the Executive's ’s coverage under the Company's ’s benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("involuntary termination without Cause"), by providing the Executive with at least forty-five (45) days written notice. (a) The Company's decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (ba) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product one (1) year of two (2) times both the Executive's Base Salary and the Executive's target Annual Bonus established for the fiscal year in which the Executive's Effective Date of Termination occursoccurs according the Company's regularly scheduled payroll practices. The If, however, the Company determines that such payments are subject to Treasury Regulation Service 1.409A-3(g)(2), payment shall also pay to begin on the Executive first day of the amount equal to a pro rata share month following the six (6) month anniversary of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, with 6/12 of the total payment made on such date and 1/12 of the denominator payment made on the first day of which is three hundred sixty-five each month in the six (365)). 6) month period thereafter. (b) In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation participation, as p▇▇▇▇▇▇▇▇ ▇y law, for two one (21) full years year following the Executive's termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with six (6) months of outplacement services not to exceed a cost of fifty thousand dollars ($50,000)services. (d) Any unvested stock options or any outstanding restricted stock, excluding performance-based restricted stock grants issued under a performance based plangrants, as of the Effective Date of Termination, that would become vested (that is, exercisable in the case of stock options or transferable and non-forfeitableforfeitable in the case of restricted stock) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's termination Effective Date of employmentTermination. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.

Involuntary Termination by the Company without Cause. The Company may terminate the Executive's ’s employment, at any time, for any reason other than death, Disability, Retirement, or for Cause ("“involuntary termination without Cause"”), by providing the Executive with at least forty-five (45) days written notice.. In the event that the Company exercises this Article 7.4 within the first twenty-four (24) months of employment, the Executive will not be entitled to the provisions of this Article 7.4. The Executive will however, be provided with his Deferred Compensation as described in Article 5.8 above. In the event that the Company exercises this Article 7.4 after the conclusion of twenty-four (24) months of employment, the following terms apply: (a) The Company's ’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four eighteen (24) month period an amount equal to the product of two (2) times both the Executive's ’s Base Salary and the Executive's ’s target Annual Bonus established for the fiscal year in which the Executive's ’s Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive's target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two one (21) full years year following the Executive's ’s termination of employment; provided, however, that the applicable COBRA "period of coverage" under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with six months of outplacement services not to exceed a cost of fifty thousand dollars ($50,000)services. (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's ’s termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the Company will continue the Executive's coverage under the Company's benefit plans as if the Executive remained employed through the end of the term of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company thereafter shall have no further obligations under this Agreement.