Common use of Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason Clause in Contracts

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: (i) his accrued and unpaid Base Salary through the Date of Termination; (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If Executive's employment hereunder is terminated by Company other than for Cause or if Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty four (24) months, an aggregate amount equal to two (2.0) (the "Multiple") times the sum of

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: Executive (i) his accrued and unpaid Base Salary through the Date of Termination; , (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; , (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and , and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If In the event of Executive's employment hereunder is terminated ’s involuntary Separation From Service by Company action other than for Cause or if Separation From Service by Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of eighteen (18) months beginning no later than the first regular Company payroll payment date (the "First Severance Payment Date") which occurs within thirty (30) days following the later of (x) Executive's Separation from Service and (y) the lapse of any right of Executive to revoke the general release he will have signed substantially (as determined by counsel to Company) in the form attached hereto as Attachment "B" (the "General Release"), which General Release must be executed within twenty four one (2421) monthsdays following the Separation From Service for any such amount to be payable), an aggregate amount equal to two one-and-one-half (2.01.5) (the "Multiple") times the sum ofof (i) Executive's annual Base Salary and (ii) the target Incentive Bonus for Executive with respect to the year in which the Separation From Service occurs (or if no target has been set for that year, the target Incentive Bonus for the most recent year in which a target Incentive Bonus was in effect). (ii) Until the earlier of twenty-four (24) months after Executive's Separation From Service (or eighteen (18) months if payment is made pursuant to Section 4.3(a)) or the date Executive is employed by a new employer, the Executive, his dependents, beneficiaries and estate shall be entitled to all benefits under Company's group medical and dental insurance plans as if the Executive were still employed by Company hereunder during such period, with benefits or premium payments, as applicable, to be paid with the same frequency and at the same time as applies for active employees of the Company. (iii) On the date of Separation From Service, Executive's rights under any compensation or benefits programs shall become vested and any restrictions on stock options or contractual rights granted to Executive shall be removed. (iv) Notwithstanding any other provision of this Agreement to the contrary, in the case of any compensation which is subject to Code Section 409A, if the Executive is a Specified Employee at the time of a Separation From Service and the payment or provision of such compensation is made as a result of the Separation From Service, then no portion of such benefits or other such compensation shall be made before the date that is six (6) months after the date of the Separation from Service or, if earlier, the date of death of the Specified Employee. Any compensation which would otherwise be paid within such six (6) month period after a Separation From Service shall be paid on the date which is six (6) months and one day after the Separation From Service, or the first business day thereafter. The provisions and application of this paragraph will be construed and applied in a manner consistent with Code Section 409A and Treasury Regulations of other guidance issued thereunder. (c) Executive shall not be required to mitigate the amount of any payment provided for in this Section 4.2 by seeking other employment or otherwise, and no such payment shall be offset or reduced as a result of Executive obtaining new employment. (d) Notwithstanding anything else to the contrary in this Agreement, Company's obligation regarding the payments, benefit continuation and acceleration provided for in Section 4.2(b)(i), (ii) and (iii) is expressly conditioned upon the execution, delivery and non-revocation of the General Release.

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: (i) his any accrued and unpaid Base Salary through the Date of Termination; (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of Attachment "A" (including, without limitation, any unpaid relocation benefits) or any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If Executive's employment hereunder is terminated by Company other than for Cause or if Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty twenty-four (24) months, an aggregate amount equal to two (2.0) (the "Multiple") times the sum of

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: (i) his any accrued and unpaid Base Salary through the Date of Termination; (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of Attachment "A" or any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If Executive's employment hereunder is terminated by Company other than for Cause or if Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty four eighteen (2418) months, an aggregate amount equal to two one-and-one-half (2.01.5) (the "Multiple") times the sum of (aa) Executive's annual Base Salary, and (bb) the target Incentive Bonus for Executive with respect to the year in which the Separation From Service occurs (or if no target has been set for that year, the target Incentive Bonus for the most recent year in which a target Incentive Bonus was in effect). The initial installment shall be paid to Executive on the first regular pay date which would have been in effect for Executive but for the Separation From Service and which occurs on or first following the date (the "First Severance Payment Date") which is thirty (30) days after the date of Executive’s Separation From Service (the "Separation Date"). (ii) On the Separation Date, Executive's rights under any compensation or benefits programs shall become vested and any restrictions on restricted stock, stock options or contractual rights granted to Executive shall be removed, except as provided in Section 4.6 below. (iii) In addition, Company shall compensate Executive for transition expenses in the amount of $45,000 payable on the First Severance Payment Date.

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: Executive (i) his accrued and unpaid Base Salary through the Date of Termination; , (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; , (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and , and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If In the event of Executive's employment hereunder is terminated ’s involuntary Separation From Service by Company action other than for Cause or if Separation From Service by Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty twenty-four (24) monthsmonths beginning no later than the first regular Company payroll payment date (the "First Severance Payment Date") which occurs within thirty (30) days following the later of (x) Executive's Separation From Service and (y) the lapse of any right of Executive to revoke the general release he will have signed substantially (as determined by counsel to Company) in the form attached hereto as Attachment "B" (the "General Release", which General Release must be executed within twenty one (21) days following the Separation From Service for any such amount to be payable), an aggregate amount equal to two (2.0) (the "Multiple") times the sum ofof (i) Executive's annual Base Salary and (ii) the target Incentive Bonus for Executive with respect to the year in which the Separation From Service occurs (or if no target has been set for that year, the target Incentive Bonus for the most recent year in which a target Incentive Bonus was in effect). (ii) Until the earlier of the second anniversary of Executive's Separation From Service or the date Executive is employed by a new employer, the Executive, his dependents, beneficiaries and estate shall be entitled to all benefits under Company's group medical and dental insurance plans as if the Executive were still employed by Company hereunder during such period, with benefits or premium payments, as applicable, to be paid with the same frequency and at the same time as applies for active employees of the Company. (iii) On the date of Separation From Service, Executive's rights under any compensation or benefits programs shall become vested and any restrictions on stock options or contractual rights granted to Executive shall be removed. (iv) Notwithstanding any other provision of this Agreement to the contrary, in the case of any compensation which is subject to Code Section 409A, if the Executive is a Specified Employee at the time of a Separation From Service and the payment or provision of such compensation is made as a result of the Separation From Service, then no portion of such benefits or other such compensation shall be made before the date that is six (6) months after the date of the Separation from Service or, if earlier, the date of death of the Specified Employee. Any compensation which would otherwise be paid within such six (6) month period after a Separation From Service shall be paid on the date which is six (6) months and one day after the Separation From Service, or the first business day thereafter. The provisions and application of this paragraph will be construed and applied in a manner consistent with Code Section 409A and Treasury Regulations of other guidance issued thereunder. (c) Executive shall not be required to mitigate the amount of any payment provided for in this Section 4.2 by seeking other employment or otherwise, and no such payment shall be offset or reduced as a result of Executive obtaining new employment. (d) Notwithstanding anything else to the contrary in this Agreement, Company's obligation regarding the payments, benefit continuation and acceleration provided for in Section 4.2(b)(i), (ii) and (iii) is expressly conditioned upon the execution, delivery and non-revocation of the General Release.

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From from Service: (a) Company shall pay Executive: Executive (i) his accrued and unpaid Base Salary through the Date of Termination; , (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; , (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and , and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If In the event of Executive's employment hereunder is terminated ’s involuntary Separation From Service by Company action other than for Cause or if Separation From Service by Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of eighteen (18) months beginning no later than the first regular Company payroll payment date (the "First Severance Payment Date") which occurs within thirty (30) days following the later of (x) Executive's Separation from Service and (y) the lapse of any right of Executive to revoke the general release he will have signed substantially (as determined by counsel to Company) in the form attached hereto as Attachment "B" (the "General Release"), which General Release must be executed within twenty four one (2421) monthsdays following the Separation From Service for any such amount to be payable), an aggregate amount equal to two one-and-one-half (2.01.5) (the "Multiple") times the sum ofof (i) Executive's annual Base Salary and (ii) the target Incentive Bonus for Executive with respect to the year in which the Separation From Service occurs (or if no target has been set for that year, the target Incentive Bonus for the most recent year in which a target Incentive Bonus was in effect). (ii) Until the earlier of twenty-four (24) months after Executive's Separation From Service (or eighteen (18) months if payment is made pursuant to Section 4.3(a)) or the date Executive is employed by a new employer, the Executive, his dependents, beneficiaries and estate shall be entitled to all benefits under Company's group medical and dental insurance plans as if the Executive were still employed by Company hereunder during such period, with benefits or premium payments, as applicable, to be paid with the same frequency and at the same time as applies for active employees of the Company. (iii) On the date of Separation From Service, Executive's rights under any compensation or benefits programs shall become vested and any restrictions on stock options or contractual rights granted to Executive shall be removed. (iv) Notwithstanding any other provision of this Agreement to the contrary, in the case of any compensation which is subject to Code Section 409A, if the Executive is a Specified Employee at the time of a Separation From Service and the payment or provision of such compensation is made as a result of the Separation From Service, then no portion of such benefits or other such compensation shall be made before the date that is six (6) months after the date of the Separation from Service or, if earlier, the date of death of the Specified Employee. Any compensation which would otherwise be paid within such six (6) month period after a Separation From Service shall be paid on the date which is six (6) months and one day after the Separation From Service, or the first business day thereafter. The provisions and application of this paragraph will be construed and applied in a manner consistent with Code Section 409A and Treasury Regulations of other guidance issued thereunder. (c) Executive shall not be required to mitigate the amount of any payment provided for in this Section 4.2 by seeking other employment or otherwise, and no such payment shall be offset or reduced as a result of Executive obtaining new employment. (d) Notwithstanding anything else to the contrary in this Agreement, Company's obligation regarding the payments, benefit continuation and acceleration provided for in Section 4.2(b)(i), (ii) and (iii) is expressly conditioned upon the execution, delivery and non-revocation of the General Release.

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: (i) his any accrued and unpaid Base Salary through the Date of Termination; (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of Attachment A (including, without limitation, any unpaid relocation benefits) or any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If Executive's employment hereunder is terminated by Company other than for Cause or if Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty four eighteen (2418) months, an aggregate amount equal to two one-and-one-half (2.01.5) (the "Multiple") times the sum of

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From from Service: (a) Company shall pay Executive: Executive (i) his accrued and unpaid Base Salary through the Date of Termination; , (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; , (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and , and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If In the event of Executive's employment hereunder is terminated ’s involuntary Separation From Service by Company action other than for Cause or if Separation From Service by Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty four eighteen (2418) months, an aggregate amount equal to two one-and-one-half (2.01.5) (the "Multiple") times the sum ofof (i) Executive's annual Base Salary, and (ii) the target Incentive Bonus for Executive with respect to the year in which the Separation From Service occurs (or if no target has been set for that year, the target Incentive Bonus for the most recent year in which a target Incentive Bonus was in effect). The initial installment shall be paid to Executive on the first regular pay date which would have been in effect for Executive but for the Separation From Service and which occurs on or first following the date which is thirty (30) days after the date of Executive’s Separation From Service (“First Severance Payment Date”). Provided, however, that any payment under this paragraph is expressly contingent upon Executive both (i) executing a general release in the form attached hereto as Attachment "B" (the "General Release") within twenty one (21) days after Executive’s Separation From Service, and (ii) the time for revocation of the General Release having lapsed (as determined by counsel to Company other than Executive) prior the date which is thirty (30) days after the date of Executive’s Separation From Service. (ii) Until the earlier of twenty-four (24) months after Executive's Separation From Service (or eighteen (18) months if payment is made pursuant to Section 4.3(a)) or the date Executive is employed by a new employer, the Executive, his dependents, beneficiaries and estate shall be entitled to all benefits under Company's group medical and dental insurance plans as if the Executive were still employed by Company hereunder during such period, with benefits or premium payments, as applicable, to be paid with the same frequency and at the same time as applies for active employees of the Company. (iii) On the date of Separation From Service, Executive's rights under any compensation or benefits programs shall become vested and any restrictions on stock options or contractual rights granted to Executive shall be removed. (iv) Notwithstanding any other provision of this Agreement to the contrary, in the case of any compensation which is subject to Code Section 409A, if the Executive is a Specified Employee at the time of a Separation From Service and the payment or provision of such compensation is made as a result of the Separation From Service, then no portion of such benefits or other such compensation shall be made before the date that is six (6) months after the date of the Separation from Service or, if earlier, the date of death of the Specified Employee. Any compensation which would otherwise be paid within such six (6) month period after a Separation From Service shall be paid on the date which is six (6) months and one day after the Separation From Service, or the first business day thereafter. The provisions and application of this paragraph will be construed and applied in a manner consistent with Code Section 409A and Treasury Regulations of other guidance issued thereunder. (c) Executive shall not be required to mitigate the amount of any payment provided for in this Section 4.2 by seeking other employment or otherwise, and no such payment shall be offset or reduced as a result of Executive obtaining new employment. (d) Notwithstanding anything else to the contrary in this Agreement, Company's obligation regarding the payments, benefit continuation and acceleration provided for in Section 4.2(b)(i), (ii) and (iii) is expressly conditioned upon the execution, delivery and non-revocation of the General Release.

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: (i) his any accrued and unpaid Base Salary through the Date of Termination; (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of Attachment "A" (including, without limitation, any unpaid relocation benefits) or any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If Executive's employment hereunder is terminated by Company other than for Cause or if Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty four eighteen (2418) months, an aggregate amount equal to two one-and-one-half (2.01.5) (the "Multiple") times the sum of

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (ai) Company shall pay Executive: Executive (i1) his accrued and unpaid Base Salary through the Date of Termination; , (ii2) any accrued and unpaid bonus or additional compensation under any annual bonus Annual Cash Incentive plan (the "Incentive Bonus") for any calendar fiscal year ended before the Date of Termination; , and (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv3) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of any written retirement, pension accrued but unused vacation or other employee benefit or compensation plan (but not any Annual Stock or Cash Incentive Program) maintained by Company at the time or times provided therein. (bii) In addition to the compensation and benefits described in Section 4.2(a): (i) If 6(a)(i): In the event of Executive's employment hereunder is terminated ’s involuntary Separation From Service by Company action other than for Cause or if Separation From Service by Executive terminates his employment for Good ReasonReason beyond the first two years of the Initial Term, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twelve (12) months beginning no later than the first regular Company payroll payment date (the "First Severance Payment Date") which occurs within thirty (30) days following the later of (x) Executive's Separation From Service and (y) the lapse of any right of Executive to revoke the general release he will have signed substantially (as determined by counsel to Company) in the form attached hereto as Attachment "B" (the "General Release", which General Release must be executed within twenty four one (2421) monthsdays following the Separation From Service for any such amount to be payable), an aggregate amount equal to the Executive's Annual Base Salary. In the event of Executive’s involuntary Separation From Service by Company action other than for Cause or Separation From Service by Executive for Good Reason, during the first two years of the Initial Term, Company shall pay an aggregate amount equal to the Annual Base Salary multiplied by the number of years remaining on the Initial Term and shall be paid in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over the period of time remaining under the Initial Term. For example, should Executive be terminated other than for cause after 10 months of service, the amount owed would be 2 and 1/6 years times Executive’s Annual Base Salary and paid out over the next 26 months. (2.0iii) Until the earlier of the first anniversary of Executive's Separation From Service or the date Executive is employed by a new employer, the Executive, his dependents, beneficiaries and estate shall be entitled to all benefits under Company's group medical and dental insurance plans as if the Executive were still employed by Company hereunder during such period, with benefits or premium payments, as applicable, to be paid with the same frequency and at the same time as applies for active employees of the Company. (iv) On the "Multiple"date of Separation From Service, Executive's rights under any compensation or benefits programs shall become vested and any restrictions on stock options or contractual rights granted to Executive shall be removed. (v) times All stock options provided as an Employment Incentive under Section 3(d) of this Agreement shall vest and all restrictions on restricted stock provided as an Employment Incentive under Section 3(d) of this Agreement shall immediately lapse. (vi) Notwithstanding any other provision of this Agreement to the sum ofcontrary, in the case of any compensation which is subject to Code Section 409A, if the Executive is a Specified Employee at the time of a Separation From Service and the payment or provision of such compensation is made as a result of the Separation From Service, then no portion of such benefits or other such compensation shall be made before the date that is six (6) months after the date of the Separation from Service or, if earlier, the date of death of the Specified Employee. Any compensation which would otherwise be paid within such six (6) month period after a Separation From Service shall be paid on the date which is six (6) months and one day after the Separation From Service, or the first business day thereafter. The provisions and application of this paragraph will be construed and applied in a manner consistent with Code Section 409A and Treasury Regulations of other guidance issued thereunder.

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (ai) Company shall pay Executive: Executive (i1) his accrued and unpaid Base Salary through the Date of Termination; , (ii2) any accrued and unpaid bonus or additional compensation under any annual bonus Annual Cash Incentive plan (the "Incentive Bonus") for any calendar fiscal year ended before the Date of Termination; , and (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv3) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of any written retirement, pension accrued but unused vacation or other employee benefit or compensation plan (but not any Annual Stock or Cash Incentive Program) maintained by Company at the time or times provided therein. (bii) In addition to the compensation and benefits described in Section 4.2(a): (i) If 6(a)(i): In the event of Executive's employment hereunder is terminated ’s involuntary Separation From Service by Company action other than for Cause or if Separation From Service by Executive terminates his employment for Good ReasonReason beyond the first two years of the Initial Term, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twelve (12) months beginning no later than the first regular Company payroll payment date (the "First Severance Payment Date") which occurs within thirty (30) days following the later of (x) Executive's Separation From Service and (y) the lapse of any right of Executive to revoke the general release he will have signed substantially (as determined by counsel to Company) in the form attached hereto as Attachment "B" (the "General Release", which General Release must be executed within twenty four one (2421) monthsdays following the Separation From Service for any such amount to be payable), an aggregate amount equal to the Executive's Annual Base Salary. In the event of Executive’s involuntary Separation From Service by Company action other than for Cause or Separation From Service by Executive for Good Reason, during the first two years of the Initial Term, Company shall pay an aggregate amount equal to the Annual Base Salary multiplied by the number of years remaining on the Initial Term and shall be paid in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over the period of time remaining under the Initial Term. For example, should Executive be terminated other than for cause after 10 months of service, the amount owed would be 1 and 1/6 years times Executive’s Annual Base Salary and paid out over the next 16 months. (2.0iii) Until the earlier of the first anniversary of Executive's Separation From Service or the date Executive is employed by a new employer, the Executive, his dependents, beneficiaries and estate shall be entitled to all benefits under Company's group medical and dental insurance plans as if the Executive were still employed by Company hereunder during such period, with benefits or premium payments, as applicable, to be paid with the same frequency and at the same time as applies for active employees of the Company. (iv) On the "Multiple"date of Separation From Service, Executive's rights under any compensation or benefits programs shall become vested and any restrictions on stock options or contractual rights granted to Executive shall be removed. (v) times All stock options provided as an Employment Incentive under Section 3(d) of this Agreement shall vest and all restrictions on restricted stock held by Executive no matter when granted shall lapse. (vi) Notwithstanding any other provision of this Agreement to the sum ofcontrary, in the case of any compensation which is subject to Code Section 409A, if the Executive is a Specified Employee at the time of a Separation From Service and the payment or provision of such compensation is made as a result of the Separation From Service, then no portion of such benefits or other such compensation shall be made before the date that is six (6) months after the date of the Separation from Service or, if earlier, the date of death of the Specified Employee. Any compensation which would otherwise be paid within such six (6) month period after a Separation From Service shall be paid on the date which is six (6) months and one day after the Separation From Service, or the first business day thereafter. The provisions and application of this paragraph will be construed and applied in a manner consistent with Code Section 409A and Treasury Regulations of other guidance issued thereunder.

Payments in the Event of Termination by Company other than for Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Company other than for Cause, or by Executive for Good Reason, and Executive experiences a Separation From Service: (a) Company shall pay Executive: (i) his any accrued and unpaid Base Salary through the Date of Termination; (ii) any accrued and unpaid bonus or additional compensation under any annual bonus plan (the "Incentive Bonus") for any calendar year ended before the Date of Termination; (iii) a pro rata share (based on days employed during the applicable year) of any unpaid Incentive Bonus Executive would otherwise have received with respect to the year in which the Date of Termination occurs, payable at the time the Incentive Bonus would otherwise be payable to Executive; provided, however, that 100% of the Incentive Bonus shall be determined solely with reference to the actual financial performance of Company for the full year (based on the goals previously established with respect thereto) (rather than a portion of the Incentive Bonus determined on the basis of individual performance), if there are such financial goals previously established; provided, further, in the event that no Company financial performance goals have been established for such year, then that portion of the Incentive Bonus that would have (but for this Section 4.2(a)) related to the achievement of the individual performance target shall be deemed to have been fully achieved and shall determine 100% of the Incentive Bonus potential; and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of Attachment "A" (including, without limitation, any unpaid relocation benefits) or any written retirement, pension or other employee benefit or compensation plan maintained by Company at the time or times provided therein. (b) In addition to the compensation and benefits described in Section 4.2(a): (i) If Executive's employment hereunder is terminated by Company other than for Cause or if Executive terminates his employment for Good Reason, and in either event Executive experiences a Separation From Service, then subject to the conditions stated below Company shall pay Executive, in substantially equal installments at Executive's regular pay intervals in effect prior to such Separation From Service, over a period of twenty four eighteen (2418) months, an aggregate amount equal to two one-and-one-half (2.01.5) (the "Multiple") times the sum of (aa) Executive's annual Base Salary, and (bb) the target Incentive Bonus for Executive with respect to the year in which the Separation From Service occurs (or if no target has been set for that year, the target Incentive Bonus for the most recent year in which a target Incentive Bonus was in effect). The initial installment shall be paid to Executive on the first regular pay date which would have been in effect for Executive but for the Separation From Service and which occurs on or first following the date (the "First Severance Payment Date") which is thirty (30) days after the date of Executive’s Separation From Service (the "Separation Date").