Common use of Termination Without Cause or Termination for Good Reason Clause in Contracts

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve (12) times the "Monthly Salary Amount" as defined below; (iv) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for the remainder of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date), of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with Section 4(a) of this Agreement (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he she would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's Employee’s employment hereunder without Cause cause and the Executive Employee may terminate his Employee’s employment hereunder for "Good Reason" (as defined below)good reason. If the Company terminates the Executive's Employee’s employment hereunder without Cause, other than due to death or Disabilitycause, or if the Executive Employee terminates his Employee’s employment hereunder for Good Reasongood reason, the Executive Employment Period shall end and the Employee shall only be paid: entitled to (i) his any Base Compensation at Salary accrued or annual bonus awarded and earned but not yet paid as of the rate in effect at the time of termination, through the actual date of such termination of the Employee’s employment (with the "Termination Date")Company; (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment in an amount equal to seventy five percent (75%) of the product of twelve (12Employee’s annual Base Salary as provided in Section 4(a) times the "Monthly Salary Amount" as defined belowabove; (iviii) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for the remainder of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date), continuation of the health and welfare benefits of the Executive Employee, Employees’ spouse and any long-term disability insurance generally provided to senior executives of the Company their eligible dependents, if any, as set forth in accordance with Section 4(a4(c) of this Agreement above (except for Disability Insurance), or the Company shall provide the economic equivalent thereof); provided, however, if at the Executive obtains new same cost and level in effect on the date of termination of the Employee’s employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then with the Company shall no longer be required to provide for nine months after such benefits to the Executivedate of termination; and (viiv) the right to exercise immediately any stock options and to freely trade any restricted stock granted to the Employee which, but for such termination, would have become exercisable or tradable, as the case may be, within nine months of the date of such termination without cause or for good reason. Notwithstanding any other compensation and benefits as may be provided provision of this Agreement, in accordance with the terms and provisions of any applicable plans or programs of the Company.addition to the

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: paid (contingent upon receipt by the Company of a signed Agreement and General Release by the Executive): (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he she would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve (12) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; (vi) continuation, until the expiration of the Employment Term and for twelve months thereafter, of the Automobile Benefit; and (vivii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company; provided, however, if the Executive terminates his employment for Good Reason pursuant to subsection (e) thereof (reasons relating to a Change of Control), the Executive shall be entitled to a lump sum payment equal to the product of thirty-six (36) times the "Monthly Salary Amount".

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his her employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his her employment for Good Reason, the Executive shall be paid: (i) his her Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his her Pro Rata Share of any Incentive Compensation to which he she would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"; (ii) his Base Compensation at the rate in effect at the time of termination from the Termination Date to the end of the Severance Period (as hereinafter defined); (iiiii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve (12) times the "Monthly Salary Amount" as defined below; (iv) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for continuation until the remainder expiration of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date)Term, of the health and welfare benefits of the Executive and any long-term disability insurance generally (as provided to senior executives of the Company in accordance with for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Companybenefits, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's Employee’s employment hereunder without Cause cause and the Executive Employee may terminate his Employee’s employment hereunder for "Good Reason" (as defined below)good reason. If the Company terminates the Executive's Employee’s employment hereunder without Cause, other than due to death or Disabilitycause, or if the Executive Employee terminates his Employee’s employment hereunder for Good Reasongood reason, the Executive Employment Period shall end and the Employee shall only be paid: entitled to (i) his any Base Compensation at Salary accrued or annual bonus awarded and earned but not yet paid as of the rate in effect at the time of termination, through the actual date of such termination of the Employee’s employment (with the "Termination Date")Company; (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment in an amount equal to the product of twelve (12Employee’s annual Base Salary as provided in Section 4(a) times the "Monthly Salary Amount" as defined belowabove; (iviii) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for the remainder of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date), continuation of the health and welfare benefits of the Executive Employee, Employees’ spouse and any long-term disability insurance generally provided to senior executives of the Company their eligible dependents, if any, as set forth in accordance with Section 4(a4(c) of this Agreement above (except for Disability Insurance), or the Company shall provide the economic equivalent thereof); provided, however, if at the Executive obtains new same cost and level in effect on the date of termination of the Employee’s employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then with the Company shall no longer be required to provide for one (1) year after such benefits to the Executivedate of termination; and (viiv) the right to exercise immediately any stock options and to freely trade any restricted stock granted to the Employee which, but for such termination, would have become exercisable or tradable, as the case may be, within one year of the date of such termination without cause or for good reason. Notwithstanding any other compensation and provision of this Agreement, in addition to the benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.described

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for continuation until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's Employee’s employment hereunder without Cause cause and the Executive Employee may terminate his Employee’s employment hereunder for "Good Reason" (as defined below)good reason. If the Company terminates the Executive's Employee’s employment hereunder without Cause, other than due to death or Disabilitycause, or if the Executive Employee terminates his Employee’s employment hereunder for Good Reasongood reason, the Executive Employment Period shall end and the Employee shall only be paid: entitled to (i) his any Base Compensation at Salary accrued or annual bonus awarded and earned but not yet paid as of the rate in effect at the time of termination, through the actual date of such termination of the Employee’s employment (with the "Termination Date")Company; (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment in an amount equal to the product of twelve (12Employee’s annual Base Salary as provided in Section 4(a) times the "Monthly Salary Amount" as defined belowabove; (iviii) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for the remainder of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date), continuation of the health and welfare benefits of the Executive Employee, Employees’ spouse and any long-term disability insurance generally provided to senior executives of the Company their eligible dependents, if any, as set forth in accordance with Section 4(a4(c) of this Agreement above (except for Disability Insurance), or the Company shall provide the economic equivalent thereof); provided, however, if at the Executive obtains new same cost and level in effect on the date of termination of the Employee’s employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then with the Company shall no longer be required to provide for one (1) year after such benefits to the Executivedate of termination; and (viiv) the right to exercise immediately any stock options and to freely trade any restricted stock granted to the Employee which, but for such termination, would have become exercisable or tradable, as the case may be, within one (1) year of the date of such termination without cause or for good reason. Notwithstanding any other compensation and provision of this Agreement, in addition to the benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.described