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

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for one (1) year after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical,

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any pending bonus periods in the current year (to the extent the performance goals for any such pending bonus period are subsequently determined to have been achieved) and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction), the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination; , (iii) for one (1) year after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to all unvested equity awards held by the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plansshall fully vest, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the equity awards are subject to performance vesting requirements such vesting will only occur to the extent the performance goals for any pending bonus period are subsequently determined to have been achieved, (iv) the Executive becomes reemployed with another employer and is eligible shall continue to receive medical,health benefits for 12 months and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). Notwithstanding the foregoing sentence, if the Company

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365365 (“Accrued Obligations”); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for one eighteen (118) year months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in Section 14 of the Company’s 2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means two (2) times the sum of: (i) the Executive’s Annual Salary in effect on the day of termination and (ii) the Executive’s Average Annual Bonus. The Executive’s “Average Annual Bonus” means the average bonus actually paid to the Executive with respect to the prior two (2) calendar years. For purposes of this Section 5.2,

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s 's employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s 's employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s 's employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date effective date of the Termination termination of employment other than Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan and clause (ii) below) earned and accrued under this Agreement prior to the Effective Date effective date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date termination of the Termination employment (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date effective date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365employment); (ii) the Executive shall receive (A) a cash payment equal to one (1) times the Severance Payment Executive's Annual Salary (as in effect on the effective date of such termination) payable no later than 30 days after the Effective Date of the Termination; such termination and (iiiB) for a period of one (1) year after termination of employment such continuing health benefits (including any medical, vision or dental benefits), under the Effective Date Company's health plans and programs applicable to senior executives of the Termination, Company generally as the Company shall continue medical, prescription Executive would have received under this Agreement (and dental benefits at such costs to the Executive and/or the Executive’s family at least equal to those which ) as would have been provided applied in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to them such termination and that may have favorably affected such benefits) it being expressly understood and agreed that nothing in accordance with this clause (ii)(B) shall restrict the welfare benefit plans, practices, policies and programs provided by ability of the Company to the extent applicable generally amend or terminate such plans and programs from time to other peer employees of the Company and time in its affiliated companies, as if the Executive’s employment had not been terminatedsole discretion; provided, however, that if the Company shall in no event be required to provide such coverage after such time as the Executive becomes reemployed with entitled to receive health benefits from another employer or recipient of the Executive's services (and is eligible provided, further, that such entitlement shall be determined without regard to receive medical,any individual waivers or other arrangements); (iii) all outstanding unvested options held by the Executive shall vest and such options shall remain exercisable for ninety (90) days following termination (or, if shorter, the balance of the regular term of the options); and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as provided in Section 7.14).

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s 's employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s 's employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment 's employment, and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date effective date of the Termination termination of employment other than Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date effective date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date termination of the Termination employment (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date effective date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365employment); (ii) the Executive shall receive (A) a cash payment equal to two times the Severance Payment sum of (x) the Executive's Annual Salary (as in effect on the effective date of such termination) payable no later than 30 days after such termination and (y) the Effective Date Termination Bonus payable no later than 30 days after such termination (or, if later, as soon as practicable, but in no event more than 30 days after, the amount of the Termination; Termination Bonus is known) and (iiiB) for one a period of two years after termination of employment such continuing health benefits (1) year after the Effective Date of the Termination, the Company shall continue including any medical, prescription and vision or dental benefits to benefits), under the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies Company's health plans and programs provided by the Company applicable to the extent applicable generally to other peer employees senior executives of the Company generally as the Executive would have received under this Agreement (and its affiliated companies, as if at such costs to the Executive’s employment had ) as would have applied in the absence of such termination (but not been terminatedtaking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical,it being

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any bonus periods in the current year as to which bonuses have not yet been paid and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction), the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination; , (iii) all unvested equity awards held by the Executive shall fully vest, (iv) the Executive shall receive accelerated full vesting of Executive’s supplemental executive retirement plan and payment in accordance with its terms, (v) the Executive shall continue to receive health benefits for one eighteen (118) year after months and (vi) this Agreement shall otherwise terminate upon the Effective Date of the Termination, the Company shall continue medical, prescription Termination and dental benefits to the Executive and/or shall have no further rights hereunder (except as provided in Section 7.13). Notwithstanding the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medicalforegoing sentence,

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any bonus periods in the current year as to which bonuses have not yet been paid and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction), the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination; , (iii) all unvested equity awards held by the Executive shall fully vest, (iv) the Executive shall continue to receive health benefits for one 12 months and (1v) year this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). Notwithstanding the foregoing sentence, if the Company terminates Executive’s employment Without Cause or Executive terminates employment for Good Reason within 12 months of a Change in Control, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to Termination (as defined below in this Section 5.2) other than (i) the Executive and/or the Executive’s family at least equal shall receive his Annual Salary earned and accrued under this Agreement prior to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical,the

Termination Without Cause; Termination for Good Reason. The Company may terminate During the Term, if the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with is terminated by the Company for Good Reason. If the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment and such termination is not described for Good Reason as provided in Section 4 or Section 5.13(e), then the Company shall pay the Executive the Executive’s Accrued Benefit. In addition, subject to the Executive signing a separation and general release agreement in a form and manner satisfactory to the Company that shall include without limitation post-employment obligations consistent with the Restrictive Covenants Agreement (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable (after a 7 business day revocation period) and fully effective, all within the time frame set forth in the Separation and General Release Agreement (but in no event later than sixty (60) days after the Date of Termination): (i) the Company shall pay the Executive shall have no right an amount equal to receive any compensation or benefit hereunder on and after the Effective Date 12 months of the Termination other than Annual Executive’s then current Base Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and plus an amount equal to the product of (x) the Executive’s target annual incentive bonus compensation for the then-current year (the “Severance Amount”), provided in the event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”). Notwithstanding the foregoing, if the Executive breaches Section 8 of this Agreement, including the Restrictive Covenants Agreement which is incorporated herein by reference, all payments of the Severance Amount shall immediately cease; (ii) the Company shall pay the Executive any incentive compensation for the fiscal year prior to the Termination Date that has not yet been paid; (iii) if the Executive was participating in the Company’s group health, dental and/or vision plans immediately prior to the Date of Termination and elects COBRA health, dental and/or vision continuation, then the Company shall pay to the Executive a monthly cash payment until the earlier of (i) 12 months following the Date of Termination, (ii) the end of the Executive’s termination of COBRA health continuation period, or (iii) the date the Executive becomes eligible for such insurance coverage in connection with new employment and or self-employment (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) Executive’s eligibility for any such benefits shall be promptly reported by the Executive shall receive a cash payment to the Company), in an amount equal to the Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for one (1) year after the Effective Date of the Termination, monthly employer contribution that the Company shall continue medicalwould have made to provide health, prescription dental and dental benefits vision insurance to the Executive and/or if the Executive’s family at least Executive had remained employed by the Company; and (iv) the amounts payable under this Section 4(b)(i) shall be paid out in substantially equal to those which would have been provided to them installments in accordance with the welfare benefit plans, practices, policies and programs provided by Company’s payroll practice over 12 months commencing within sixty (60) days after the Company to the extent applicable generally to other peer employees Date of the Company and its affiliated companies, as if the Executive’s employment had not been terminatedTermination; provided, however, that if the Executive becomes reemployed with another employer sixty (60)-day period begins in one calendar year and ends in a second calendar year, the severance amount shall begin to be paid in the second calendar year by the last day of such sixty (60)-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is eligible intended to receive medical,constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.15.1 or if the Company provides a notice of non-renewal of this Agreement prior to the Executive’s 66th birthday, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction), the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) notwithstanding item (i) above of this Section 5.2, the Executive shall receive in addition to the compensation described in item (i) above of this Section 5.2, a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination; Termination and (iii) for one (1) year after this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 9.13). The “Severance Payment” means one (1) times the sum of: (i) the Executive’s Annual Salary in effect on the day of termination and (ii) the Executive’s target bonus for the calendar year in which the Effective Date of Termination occurs, or if no target bonus for such calendar year has been set on or prior to the Effective Date of Termination, the Company target bonus for the prior year, provided that, if the Effective Date of Termination occurs within 365 days following the occurrence of a Change in Control (as defined below in this Section 5.2), the Severance Payment means one and one half (1 1/2) times the aforesaid sum. For purposes of this Section 5.2, (i) the “Effective Date of the Termination” shall continue medical, prescription and dental benefits to mean the Executive and/or date of termination specified in the Company’s or the Executive’s family at least equal notice of termination, as applicable, and (ii) a “Change in Control” shall be deemed to those which would have been provided to them in accordance with occur upon the welfare benefit plans, practices, policies and programs provided by consummation of (x) the sale of all or substantially all of the assets of the Company to the extent applicable generally to other peer employees another person, (y) a merger, consolidation or reorganization of the Company with one or more other persons where the Company is not the surviving person unless all or substantially all of the persons who were the beneficial owners, respectively, of the combined voting power of all classes of stock of the Company, immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of all class of stock of the person resulting from such transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction or (z) a merger, acquisition or other transaction in which the Company is the surviving corporation that results in any person (other than persons who are holders of 5% or more of the stock of the Company at the time the transaction is approved by the shareholders and other than any affiliate) acquiring beneficial ownership of more than 50% of the combined voting power of all classes of stock of the company, excluding any change in voting control arising as a result of the conversion of Class B common stock, par value $.01 per share, of the Company, to Class A Common Stock or any distribution by RF Investors, L.L.C. to any of its affiliated companiesdirect or indirect owners, investors or their respective affiliates (within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical,amended).

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any bonus periods in the current year as to which bonuses have not yet been paid and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction), the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination; , (iii) all unvested equity awards held by the Executive shall fully vest, (iv) the Executive shall continue to receive health benefits for one 12 months and (1v) year this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). Notwithstanding the foregoing sentence, if the Company terminates Executive’s employment Without Cause or Executive terminates employment for Good Reason within 12 months of a Change in Control, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than (i) the Executive shall receive his Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the Company shall continue medicalprior year not yet paid, prescription a pro rata bonus for any bonus periods in the current year as to which bonuses have not yet been paid and dental benefits other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) the Executive and/or shall receive the applicable Severance Payment, payable no later than 30 days after the Effective Date of the Termination (iii) the Executive shall receive continuation of health benefits for 12 months, (iv) all unvested equity awards held by the Executive shall fully vest and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means one (1) times the Executive’s family Annual Salary and annual bonus at target level in effect on the day of termination provided that, if the Effective Date of Termination occurs within 365 days following the occurrence of a Change in Control pursuant to the Company’s termination Without Cause or the Executive’s termination for Good Reason (as defined below in this Section 5.1(b)), the Severance Payment means one and one-half (1 1/2) times the aforesaid sum. For purposes of this Section 5.2, (i) the “Effective Date of the Termination” shall mean the date of termination specified in the Company’s or the Executive’s notice of termination, as applicable, and (ii) a “Change in Control” shall mean: (a) the acquisition directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company prior to the transaction) of beneficial ownership (within the meaning of Rule 13d-3 of the ▇▇▇▇ ▇▇▇) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities; (b) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least equal to those which would have been provided to them a majority of the Board members described in accordance with clause (A) who were still in office at the welfare benefit plans, practices, policies and programs provided time such election or nomination was approved by the Board; or (c) a sale of all or substantially all of the assets of the Company to the extent applicable generally to another person or entity (other peer employees of than a person or entity that directly or indirectly controls, is controlled by, or is under common control with, the Company and its affiliated companies, as if prior to the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical,transaction).

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s 's employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s 's employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s 's employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s 's target annual bonus for the fiscal year of the Executive’s 's termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for one eighteen (118) year months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s 's employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical,, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in Section 14 of the Company's 2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The "SEVERANCE PAYMENT" means two (2) times the sum of: (i) the Executive's Annual Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus. The Executive's "AVERAGE ANNUAL BONUS" means the average bonus actually paid to the Executive with respect to the prior two (2) calendar years. For purposes of this Section 5.2, the "EFFECTIVE DATE OF THE TERMINATION" shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination, or in the case of termination of employment by the Executive for Good Reason, the date of termination specified in such Executive's notice of termination.

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for one eighteen (118) year months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical,, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in Section 14 of the Company’s 2004 Equity Incentive Plan or any other provision thereof); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means three (3) times the sum of: (i) the Executive’s Annual Salary in effect on the day of termination and (ii) the Executive’s Average

Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason reason, and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any pending bonus periods in the current year (to the extent the performance goals for any such pending bonus period are subsequently determined to have been achieved) and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction), the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination; , (iii) for one (1) year after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to all unvested equity awards held by the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plansshall fully vest, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the equity awards are subject to performance vesting requirements such vesting will only occur to the extent the performance goals for any pending bonus period are subsequently determined to have been achieved, (iv) the Executive becomes reemployed with another employer and is eligible shall continue to receive medical,receive