Common use of Termination Other than for Cause, or for Good Reason Clause in Contracts

Termination Other than for Cause, or for Good Reason. If a Change in Control shall occur and within one (1) year after the date of the occurrence of such Change in Control, the Company shall terminate Executive’s employment other than for Cause or Executive shall terminate Executive’s employment for Good Reason (a “Change in Control Severance”), subject to Executive’s execution of the Release and in lieu of the benefits under Section 1 hereof: (i) The Company shall pay Executive within thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two and one-half (2.5) times the sum of (A) Executive’s annual Base Salary, plus (B) the annual cash bonus Executive would receive for the year of termination assuming target individual and Company performance. (ii) The Company shall, at the Company’s election, either (A) provide during the two (2) year period commencing on the date of the Change in Control Severance (“Change in Control Medical Benefit Severance Period”) Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Change in Control Medical Benefit Severance Period or (B) pay to Executive a cash lump sum payment equal to (1) twenty-four (24) multiplied by (2) the excess of the monthly COBRA premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to the Company for such medical, dental and vision coverage if Executive remained employed during the Change in Control Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Change in Control Medical Benefit Severance Period, Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Executive remained employed during the Change in Control Medical Benefit Severance Period, and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Change in Control Medical Benefit Severance Period or (B) the time they would be permitted to terminate under COBRA. As and to the extent provided by COBRA, Executive will be eligible to continue Executive’s health insurance benefits at Executive’s own expense for the statutory period prescribed by COBRA, treating Executive’s termination of employment as the “qualifying event” (as defined in COBRA).

Termination Other than for Cause, or for Good Reason. If a Change in Control shall occur and within one (1) year after the date of the occurrence of such Change in Control, the Company shall terminate Executive’s employment other than for Cause or Executive shall terminate Executive’s employment for Good Reason (a “Change in Control Severance”), subject to Executive’s execution of the Release and in lieu of the benefits under Section 1 hereof: (i) The Company shall pay Executive within thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two and one-half (2.5) times the sum of (A) Executive’s annual Base Salary, plus (B) the annual cash bonus Executive would receive for the year of termination assuming target individual and Company performance; provided, that in no event shall the amount of such payment exceed the Maximum Amount. (ii) The Company shall, at the Company’s election, either (A) provide during the two (2) year period commencing on the date of the Change in Control Severance (“Change in Control Medical Benefit Severance Period”) Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Change in Control Medical Benefit Severance Period or (B) pay to Executive a cash lump sum payment equal to (1) twenty-four (24) multiplied by (2) the excess of the monthly COBRA premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to the Company for such medical, dental and vision coverage if Executive remained employed during the Change in Control Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Change in Control Medical Benefit Severance Period, Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Executive remained employed during the Change in Control Medical Benefit Severance Period, and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Change in Control Medical Benefit Severance Period or (B) the time they would be permitted to terminate under COBRA. As and to the extent provided by COBRA, Executive will be eligible to continue Executive’s health insurance benefits at Executive’s own expense for the statutory period prescribed by COBRA, treating Executive’s termination of employment as the “qualifying event” (as defined in COBRA).

Termination Other than for Cause, or for Good Reason. If during the Term a Change in of Control (as defined below) shall occur and within one (1) year after from the date of the occurrence of such Change in Control, of Control the Company shall terminate Executive’s 's employment other than for Cause or the Executive shall terminate Executive’s his employment for Good Reason (a “"Change in of Control Severance”"), subject to Executive’s 's execution of the Release and in lieu of the benefits under Section 1 7 hereof:, (i1) The Company shall pay Executive within thirty (30) 30 days of the Date date of Termination termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two and one-half (2.52) times the sum of (A) one year of Executive’s 's annual Base SalarySalary as then in effect, plus (B) Executive's Maximum Annual Bonus for the annual cash bonus year of termination, plus (C) the fair market value (determined as of the Date of Termination) of the maximum number of shares of restricted stock authorized to be granted to Executive would receive for under the LTIP in the year of termination assuming target individual and Company performanceall performance criteria for such award were deemed satisfied. (ii2) The Company shall, at All options held by Executive for which the Company’s election, either exercise period has not yet lapsed or expired shall become fully vested and exercisable and all restricted stock held by Executive shall become fully vested. (A3) provide during During the two (2) year period commencing on the date of the Change in of Control Severance (“Change in Control Medical Benefit Severance Period”) the Company shall provide Executive with continued medical, dental dental, long-term disability and vision life insurance benefits (but no other benefits) at the same level levels as if Executive he remained actively employed during the Change Severance Period; provided that Executive shall not participate in Control Medical Benefit Severance Period any bonus, vacation pay, retirement benefits, long-term incentive, stock option or (B) other equity grant plan, program or arrangement after the Date of Termination, provided further, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will pay to Executive a cash lump sum payment equal to (1) twenty-four (24) multiplied by (2) the excess of the monthly COBRA premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to cost which the Company pays for such medicalsimilarly situated active senior management employees; provided further, dental and vision coverage if Executive remained employed during the Change in Control Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Change in Control Medical Benefit Severance Period, that Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Executive he remained employed during the Change in Control Medical Benefit Severance Period; provided further, and that such medical, dental and vision welfare benefits shall terminate at be reduced to the earlier of (A) the end of the Change in Control Medical Benefit Severance Period or (B) the time they would be permitted to terminate under COBRAextent Executive receives similar benefits from a subsequent employer. As and to the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), Executive will be eligible to continue Executive’s his health insurance benefits at Executive’s his own expense for the statutory period prescribed by COBRA, treating Executive’s termination of employment as COBRA following the “"qualifying event” " (as defined in COBRA)) occurring at the end the two (2) year period and, later, to the extent provided in such benefit plan, program or arrangement, to convert such benefits to an individual policy. (4) Executive shall become immediately vested in all accounts or accrued benefits under any defined contribution plan or program qualified under Section 401 (a) of the Internal Revenue Code of 1986, as amended, including without limitation the 401(k) Plan; provided that to the extent such vesting is not allowed pursuant to the terms of such plans, the Company shall pay to Executive an amount equal to the sum of the value of the unvested portion of such accounts or accrued benefits as of the Date of Termination and forfeited by Executive due to termination of employment.

Termination Other than for Cause, or for Good Reason. If a Change in Control shall occur and within one (1) year after the date of the occurrence of such Change in Control, the Company shall terminate Executive’s employment other than for Cause or Executive shall terminate Executive’s employment for Good Reason (a “Change in Control Severance”), subject to Executive’s execution of the Release and in lieu of the benefits under Section 1 hereof: (i) The Company shall pay Executive within thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two and one-half (2.5) times the sum of (A) Executive’s annual Base Salary, plus (B) the annual cash bonus Executive would receive for the year of termination assuming target maximum individual and Company performance; provided, that in no event shall the amount of such payment exceed the Maximum Amount. (ii) The Company shall, at the Company’s election, either (A) provide during the two (2) year period commencing on the date of the Change in Control Severance (“Change in Control Medical Benefit Severance Period”) Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Change in Control Medical Benefit Severance Period or (B) pay to Executive a cash lump sum payment equal to (1) twenty-four (24) multiplied by (2) the excess of the monthly COBRA premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to the Company for such medical, dental and vision coverage if Executive remained employed during the Change in Control Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Change in Control Medical Benefit Severance Period, Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Executive remained employed during the Change in Control Medical Benefit Severance Period, and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Change in Control Medical Benefit Severance Period or (B) the time they would be permitted to terminate under COBRA. As and to the extent provided by COBRA, Executive will be eligible to continue Executive’s health insurance benefits at Executive’s own expense for the statutory period prescribed by COBRA, treating Executive’s termination of employment as the “qualifying event” (as defined in COBRA). (iii) If the Change in Control occurs during the Bridge Period, the Company shall, at the Company’s election, provide Executive within thirty (30) days after the Change in Control Severance with either a fully vested award of shares of Company common stock or cash, equal in value to the amount, if any, by which (A) below exceeds (B) below: (A) A prorated percentage (calculated pursuant to a fraction with the numerator equal to the number of days Executive was employed during 2015 by the Company and the denominator equal to 365) of the long-term incentive compensation Executive would receive for calendar year 2015 assuming target individual and Company performance. (B) The value (calculated as of the date of grant) of long-term incentive compensation Executive receives with respect to calendar year 2015, which is not forfeited because of termination of Executive’s employment.

Termination Other than for Cause, or for Good Reason. If during the Term a Change in of Control (as defined below) shall occur and within one (1) year after from the date of the occurrence of such Change in Control, of Control the Company shall terminate Executive’s employment other than for Cause or the Executive shall terminate Executive’s his employment for Good Reason (a “Change in of Control Severance”), subject to Executive’s execution of the Release and in lieu of the benefits under Section 1 7 hereof:, (i1) The Company shall pay Executive within thirty (30) 30 days of the Date date of Termination termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two and one-half (2.52) times the sum of (Ai) one year of Executive’s annual Base SalarySalary as then in effect, plus (Bii) Executive’s Maximum Annual Bonus for the year of termination, plus (iii) the annual cash bonus fair market value (determined as of the Date of Termination) of the maximum number of shares of Restricted Stock authorized to be granted to Executive would receive for under the LTIP in the year of termination assuming target individual and Company performanceall performance criteria for such award were deemed satisfied. (ii2) The Company shall, at All Options held by Executive for which the Company’s election, either exercise period has not yet lapsed or expired shall become fully vested and exercisable and all Restricted Stock held by Executive shall become fully vested. (A3) provide during During the two (2) year period commencing on the date of the Change in of Control Severance (“Change in of Control Medical Benefit Severance Period”) the Company shall provide Executive with continued medical, dental dental, long-term disability and vision life insurance benefits (but no other benefits) at the same level levels as if Executive he remained actively employed during the Change of Control Severance Period; provided that Executive shall not participate in Control Medical Benefit Severance Period any bonus, vacation pay, retirement benefits, long-term incentive, stock option or (B) other equity grant plan, program or arrangement after the Date of Termination, provided further, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will pay to Executive a cash lump sum payment equal to (1) twenty-four (24) multiplied by (2) the excess of the monthly COBRA premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to cost which the Company pays for such medicalsimilarly situated active senior management employees; provided further, dental and vision coverage if Executive remained employed during the Change in Control Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Change in Control Medical Benefit Severance Period, that Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Executive he remained employed during the Change in of Control Medical Benefit Severance Period; provided further, and that such medical, dental and vision welfare benefits shall terminate at be reduced to the earlier of (A) the end of the Change in Control Medical Benefit Severance Period or (B) the time they would be permitted to terminate under COBRAextent Executive receives similar benefits from a subsequent employer. As and to the extent provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Executive will be eligible to continue Executive’s his health insurance benefits at Executive’s his own expense for the statutory period prescribed by COBRA, treating Executive’s termination of employment as COBRA following the “qualifying event” (as defined in COBRA)) occurring at the end of the two (2) year period and, later, to the extent provided in such benefit plan, program or arrangement, to convert such benefits to an individual policy. (4) Executive shall become immediately vested in all accounts or accrued benefits under any defined contribution plan or program qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, including without limitation the 401(k) Plan; provided that to the extent such vesting is not allowed pursuant to the terms of such plans, the Company shall pay to Executive an amount equal to the sum of the value of the unvested portion of such accounts or accrued benefits as of the Date of Termination and forfeited by Executive due to termination of employment.