Common use of Compensation Upon Termination or During Disability Clause in Contracts

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation payments, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment during such period, the Company shall be entitled to set-off against the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive from the new employer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation paymentscompensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 75 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, plus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive's Average current Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installmentsinstallments over twelve (12) months, in arrears; provided, however, that in the event Executive commences any employment during such period, the Company shall be entitled to set-off against the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive from the new employer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) (E) and (F) of Subparagraph 6(e);; and

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation payments(including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan all vested but unexercised stock options held by Executive as of the Company in which Executive, at the Date of TerminationTermination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, has a vested interest, unless otherwise provided if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in such employee benefit plan or any agreement or other instrument attendant theretoaccordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive: (i) the The Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after in effect on the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment during such period, the Company shall be entitled to set-off against the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive from the new employer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment accordance with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus's standard payroll practices. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this AgreementAgreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. Notwithstanding For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to period over which the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) (E) and (F) of Subparagraph 6(e);is being paid.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensationcompensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, under Subparagraph 3(a)to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation payments, if any, payments under Subparagraph 3(a3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e6(f), whichever first occurs. For a period of All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have one (1) year following from the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7or remaining (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Base-Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims (other than continuing rights under this Agreement in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length term of the Period of Employment after the Date of Termination Agreement (the "Severance Amount"), but in no event for fewer not less than twenty-four (24) months. The ) (the "Minimum Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrearsAmount") or such longer period provided by the Company's then current severance polices (the "Severance Amount"); provided, however, that in the event Executive commences any employment during such periodthe period of salary continuation, the Company shall be entitled to set-off against the remaining Severance Amount seventy-five percent (75%) amount of salary continuation by the amount of any cash compensation received by Executive from the new employer. From time Such salary continuation shall be payable in equal installments, in advance, on a quarterly basis. The amount payable in each quarter will not be subject to time, any set-off so long as Executive may be asked certifies in writing prior to certify to the Company each quarterly payment that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreementsengagements). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all salary continuation payments shall immediately cease. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) (E) and (F) of Subparagraph 6(e);or

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensationcompensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, under Subparagraph 3(a)to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation payments, if any, payments under Subparagraph 3(a3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b7(b) or until Executive terminates his employment in accordance with Subparagraph 6(e7(f), whichever first occurs. All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have one (1) year from the Date of Termination, or remaining option term, if earlier, to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 78 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e7(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e7(f) or if Executive's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Base-Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue pay Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after , on the Date of Termination Termination, such additional amounts to which Executive may be entitled in accordance with the Company's then current severance policies (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installmentsprovided that, in arrears; providedat a minimum, however, that in the event Executive commences any employment during such period, the Company shall be entitled to set-off against receive an amount in a lump sum (the remaining "Minimum Severance Amount seventy-five percent (75%Amount") of the amount of any cash compensation received by Executive from the new employer. From time equal to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number times the sum of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) (E) and (F) of Subparagraph 6(e);Executive's

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation payments, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment during such period, the Company shall be entitled to set-off against the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive from the new employer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) (E) and (F) of Subparagraph 6(e);.

Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay reimburse such health insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. arrangement subject to compliance with Code Section 409A. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation paymentscompensation, if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs. For Any such payments shall be made upon Executive’s Separation from Service to the extent required by Section 409A. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. In the event that Executive’s employment is terminated due to disability in accordance with subparagraph 4(b), then for a period of one (1) year following the Date of Termination, the Company shall pay reimburse Executive for such health insurance premiums as may be necessary to allow Executive and Executive, Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7 (a5(a) shall apply. (c) If Executive's ’s employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, plus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's ’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the CompanyCompany (the “Release”) within 21 days (or 45 days if such longer period is required by applicable law) following termination and such Release becoming effective in accordance with its terms following the lapse of any applicable revocation period, (i) the Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive's Average ’s current Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "“Severance Amount"”), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installmentsbiweekly installments over twelve (12) months, in arrears; provided, however, that arrears in accordance with the event Executive commences any employment during such period, Company’s normal payroll schedule for salaried employees commencing on the Company shall be entitled to set-off against first pay day following the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive 60th day after Executive’s Separation from the new employer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)Service. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "“Average Incentive Compensation" ” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "“Average Incentive Compensation" ” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) (E) and (F) of Subparagraph 6(e);; and

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation paymentscompensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 75 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, plus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive's Average current Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installmentsinstallments over twelve (12) months, in arrears; provided, however, that in the event Executive commences any employment during such period, the Company shall be entitled to set-off against the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive from the new employer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingFurthermore, in the event Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f4(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason Constructive Termination as specified in clauses (A), (B), (C), (D) and (E) and (F) of Subparagraph 6(e4(e);; and

Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay reimburse such health insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. arrangement subject to compliance with Code Section 409A. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation paymentscompensation, if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs. For Any such payments shall be made upon Executive’s Separation from Service to the extent required by Section 409A. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. In the event that Executive’s employment is terminated due to disability in accordance with subparagraph 4(b), then for a period of one (1) year following the Date of Termination, the Company shall pay reimburse Executive for such health insurance premiums as may be necessary to allow Executive and Executive, Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7 (a5(a) shall apply. (c) If Executive's ’s employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, plus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's ’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the CompanyCompany (the “Release”) within 21 days (or 45 days if such longer period is required by applicable law) following termination and such Release becoming effective in accordance with its terms following the lapse of any applicable revocation period, (i) the Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive's Average ’s current Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "“Severance Amount"”), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installmentsbiweekly installments over twelve (12) months, in arrears; provided, however, that arrears in accordance with the event Executive commences any employment during such period, Company’s normal payroll schedule for salaried employees commencing on the Company shall be entitled to set-off against first pay day following the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive 60th day after Executive’s Separation from the new employer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)Service. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "“Average Incentive Compensation" ” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "“Average Incentive Compensation" ” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingFurthermore, in the event Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f4(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason Constructive Termination as specified in clauses (A), (B), (C), (D) and (E) and (F) of Subparagraph 6(e4(e);; and