Common use of Separation from Service without Cause Clause in Contracts

Separation from Service without Cause. The Company shall have the right at any time during the Term to separate the Executive from service hereunder without Cause. Upon such a separation from service, or the separation from service by the Executive for Good Reason, and subject to Executive executing a separate written agreement releasing Company, its affiliates and employees from all employment related claims, the Company’s sole obligation hereunder, shall be to pay (or, in the case of benefits specified in clause (iii), provide) to the Executive; i. an amount equal to any Annual Salary accrued and due and payable to the Executive hereunder on the date of separation from service (to be paid in accordance with the Company’s usual payroll practices), ii. continuation of Executive’s Annual Salary for a two year period after the date of Executive’s separation from service (to be paid in accordance with the Company’s usual payroll practices) iii. all benefits specified in Section 3.4 hereof during the two year period following such separation from service, (to the extent Executive’s is no longer eligible to receive the Section 3.4 benefits during this two year period due to change in employment status, Company shall reimburse Executive’s reasonable expenses in securing comparable benefits during such time), iv. the greater of (A) Executive’s “target” Annual Bonus as may be established by the Compensation Committee for the fiscal year in which the date of separation occurs, (B) 90% of Executive’s Annual Salary for the year in which separation from service occurs, or (C) the amount of the Annual Bonus for the fiscal year preceding the fiscal year in which the date of separation from service occurs, (to be determined and paid following completion of the fiscal year during which separation occurs) with an equal additional amount to be paid on the first anniversary of the payment of such Annual Bonus, with each such payment to be reduced by the amount the Company may have contributed to Executive’s 401(k) account with the Company during the prior fiscal year, and v. notwithstanding anything set forth in the terms and conditions of applicable Stock Award agreements, the Stock Awards granted prior to such separation shall immediately vest and, in the case of stock options, shall remain exercisable for Exercise Period.

Separation from Service without Cause. The Company shall have the right at any time during the Term to separate the Executive from service hereunder without Cause. Upon such a separation from service, or the separation from service by the Executive for Good Reason, and subject to Executive executing a separate written agreement releasing Company, its affiliates and employees from all employment related claims, the Company’s 's sole obligation hereunder, except as otherwise provided in Section 4.3, shall be to pay (or, in the case of benefits specified in clause (iii), provide) to the Executive; i. : (i) an amount equal to any Annual Salary accrued and due and payable to the Executive hereunder on the date of separation from service (to be paid in accordance with the Company’s 's usual payroll practices), ; (ii. continuation of Executive’s ) an amount equal to his Annual Salary for the remainder of the Term (to be paid in a two year period lump sum as promptly as practicable, but no later than 10 days after the date of Executive’s 's separation from service service); (to be paid in accordance with the Company’s usual payroll practices) iii. ) all benefits specified in Section 3.4 4.4 hereof during in accordance with the two year period following terms of such separation from service, employee benefit plans; (to the extent Executive’s is no longer eligible to receive the Section 3.4 benefits during this two year period due to change in employment status, Company shall reimburse Executive’s reasonable expenses in securing comparable benefits during such time), iv. ) the greater of (A) a portion of the Executive’s “target” 's Annual Bonus as may be established by set forth in Section 4.2 computed on a pro-rated basis, based on the Compensation Committee for assumption that the fiscal year in which the date Executive would have earned a "target" bonus equal to 75% of separation occurs, Executive's Annual Salary or (B) 90% of Executive’s Annual Salary for the year in which separation from service occurs, or (C) an amount equal to the amount of the Annual Bonus for the fiscal year preceding the fiscal year in which the date of separation from service occurs, pro-rated based on the number of days elapsed in the year of separation from service (to be paid in a lump sum as promptly as practicable, but no later than 10 days after the date of Executive's separation from service); and (v) a partial bonus under any other bonus plan(s) in which the Executive is a participant computed and determined and paid following completion in accordance with its terms, on a pro-rated basis based on the performance of the fiscal year during which Company from the beginning of the bonus period through the date of separation occurs) with an equal additional amount from service (to be paid on in a lump sum as promptly as practicable, but no later than 10 days after the first date of Executive's separation from service). For purposes of this Agreement, "Good Reason" shall mean (i) a reduction in the Annual Salary or bonus opportunity as specified in Section 4.1 or 4.2, (ii) a material diminution in the Executive's duties or responsibilities, (iii) an adverse change in the Executive's title, or (iv) assignment to Executive of duties and responsibilities that are inconsistent with his position in any material respect. To the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), as determined by the Company's outside counsel, one or more payments under this Section 6.4 shall be delayed to the six-month anniversary of the payment date of Executive's separation from service, within the meaning of Code Section 409A. If and to the extent required to prevent a violation of Code Section 409A, Executive will pay the entire cost of any health insurance coverage for the first six (6) months after separation from service and the Company will reimburse Executive for the Company's share of such Annual Bonuscosts on the six-month anniversary of Executive's separation from service, with each such payment to be reduced by the amount the Company may have contributed to Executive’s 401(k) account with the Company during the prior fiscal year, and v. notwithstanding anything set forth as defined in the terms and conditions of applicable Stock Award agreements, the Stock Awards granted prior to such separation shall immediately vest and, in the case of stock options, shall remain exercisable for Exercise Period.Code Section 409A.

Separation from Service without Cause. The Company shall have the right at any time during the Term to separate the Executive from service hereunder without Cause. Upon such a “separation from service” (as defined in Code Section 409A), or the separation from service by the Executive for Good Reason, and subject to (i) Executive executing a separate written agreement releasing Company, its affiliates and employees from all employment related claims, (ii) Executive’s continued compliance with the provisions of this Agreement that survive termination, including Section 4 and (iii) Executive not having exercised any of the 102,000 Options, the Company’s sole obligation hereunder, shall be to pay (or, in the case of benefits specified in clause (iii)) below, provide) to the Executive; i. (i) an amount equal to any Annual Salary accrued and due and payable to the Executive hereunder on the date of separation from service (to be paid in accordance with the Company’s usual payroll practices), (ii. ) continuation of Executive’s Annual Salary for a two year period after the date of Executive’s separation from service (to be paid in accordance with the Company’s usual payroll practices)) following the date of termination or such later date as may be required pursuant to Section 10 hereof, (iii. ) all benefits specified in Section 3.4 3.5 hereof during the two year period following such separation from service, (to the extent Executive’s is no longer eligible to receive the Section 3.4 3.5 benefits during this two year period due to change in employment status, Company shall reimburse Executive’s reasonable expenses in securing comparable benefits during such time), (iv. the greater of (A) Executive’s “target” Annual Bonus as may be established by the Compensation Committee for the fiscal year in which the date of separation occurs, (B) an amount equal to 90% of Executive’s Annual Salary for the year in which separation from service occurs, or (C) the amount of the Annual Bonus for the fiscal year preceding the fiscal year in which the date of separation from service occurs, occurs (to be determined and paid following completion once during each of the two fiscal years following the year during which separation occurs) with an equal additional amount to be paid on the first anniversary of the payment of such Annual Bonus), with each such payment to be reduced by the amount the Company may have contributed to Executive’s 401(k) account with the Company during the prior fiscal year, and v. (v) notwithstanding anything set forth in the terms and conditions of applicable General Stock Award agreements, (a) the General Stock Awards granted prior to such separation shall immediately vest (other than the 102,000 Options which shall be immediately cancelled) and, in the case of stock optionsoptions other than the 102,000 Options, shall remain exercisable for Exercise PeriodPeriod and (b) provided that the Base Performance Metric has been achieved prior to such separation (or if the separation occurs during the second half of a fiscal year, if the Base Performance Metric is achieved during such year), 15,000 restricted stock units under his Special RSU Awards shall vest and convert to shares on the later of (I) the date of the Executive’s separation from service or (II) the date on which the compensation Committee of the Board certifies the achievement of the Base Performance Metric (first from the 2009 Special RSU Award until all such restricted stock units have vested and then, if necessary from 2010 Special RSU Award) for each full 12 month period of Executive’s employment with the Company following the Effective Date until such separation, which number of units shall be pro-rated for each full month of any partial year (less the number of such restricted stock units under the Special RSU Awards that have vested prior to such separation), with the remaining restricted stock units under the Special RSU Awards being immediately cancelled.