Common use of Payments After Termination Clause in Contracts

Payments After Termination. If Employee s employment hereunder is terminated for the reasons set forth in Sections 12(a) or 12(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s employment hereunder is terminated for the reason set forth in Section 12(d) or 12(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If Employee s this Agreement or the Executive's employment hereunder is are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years , through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 12(a) or 12(b)6.2 hereof, then Employee or Employee’s estate will the Executive shall receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusin accordance with the terms of this Agreement. If Employee s employment hereunder this Agreement is terminated for the reason set forth in pursuant to Section 12(d) 6.3 or 12(e)6.4 hereof, then the Executive shall receive: (ia) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from through the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus; (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to applicable withholdingsthe definitions, terms, and subject conditions of the Plan or plan by which their award is authorized; plus (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the 18 months (or two (2) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Employee complying Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations set forth of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of provided for by Florida law and execute a general release of claims in a form acceptable to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement DateBoard.

Payments After Termination. If Employee s this Agreement or the Executive's employment hereunder is are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years , through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 12(a) or 12(b)6.2 hereof, then Employee or Employee’s estate will the Executive shall receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusin accordance with the terms of this Agreement. If Employee s employment hereunder this Agreement is terminated for the reason set forth in pursuant to Section 12(d) 6.3 or 12(e)6.4 hereof, then the Executive shall receive: (ia) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from through the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus; (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to applicable withholdingsthe definitions, terms, and subject conditions of the Plan or plan by which their award is authorized; plus (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Employee complying Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations set forth of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of provided for by Florida law and execute a general release of claims in a form acceptable to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement DateBoard.

Payments After Termination. If Employee s this Agreement or the Executive's employment hereunder is are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years , through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 12(a) or 12(b)6.2 hereof, then Employee or Employee’s estate will the Executive shall receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusin accordance with the terms of this Agreement. If Employee s employment hereunder this Agreement is terminated for the reason set forth in pursuant to Section 12(d) 6.3 or 12(e)6.4 hereof, then the Executive shall receive:  (ia) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from through the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to applicable withholdingsthe definitions, terms, and subject conditions of the Plan or plan by which their award is authorized; plus  (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the 18 months (or two (2) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Employee complying Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations set forth of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of provided for by Florida law and execute a general release of claims in a form acceptable to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminatesBoard. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If Employee s In the event Employer terminates Executive's employment hereunder is terminated during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for the reasons set forth in Sections 12(a) or 12(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then right to (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have continue to receive any Performance Bonus. If Employee s employment hereunder is terminated for the reason set forth in Section 12(d) or 12(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment monthly portion of the Base Salary during a severance period (the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and Average Performance Bonus(y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Benefits Period in accordance with the Employer's normal payroll practices), over ; (ii) receive a period of monthly payment during the Severance Period equal to the quotient obtained by dividing (A) the prior year's annual bonus (for any termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) months from the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall such amount to be payable in accordance with the Company s Employer's normal payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution practices); (iii) reimbursement of a general release of claims in a form to be provided all business expenses properly incurred by the Company, and the release becoming effective within 45 days after Executive prior to the date on which Employee s employment terminates. Payment of any severance termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall be delayed until cease to the 46th day extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date on which Employee’s employment terminates of Executive's termination (the “Payment Commencement Date”), "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement of all business expenses properly incurred by the Executive prior to the date of termination; and any severance benefits that are so delayed shall be paid on (iii) in the Payment Commencement Date.event of termination

Payments After Termination. If Employee s this Agreement or the Executive's employment hereunder is are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 12(a) or 12(b)6.2 hereof, then Employee or Employee’s estate will the Executive shall receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusin accordance with the terms of this Agreement. If Employee s employment hereunder this Agreement is terminated for the reason set forth in pursuant to Section 12(d) 6.3 or 12(e)6.4 hereof, then the Executive shall receive: (ia) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from through the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination; plus (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to applicable withholdingsthe definitions, terms, and subject conditions of the Plan or plan by which their award is authorized; plus (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two 18 months (or two (2) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Employee complying Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations set forth of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of provided for by Florida law and execute a general release of claims in a form acceptable to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement DateBoard.

Payments After Termination. If Employee s this Agreement or the Executive's employment hereunder is are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years , through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 12(a) or 12(b)6.2 hereof, then Employee or Employee’s estate will the Executive shall receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusin accordance with the terms of this Agreement. If Employee s employment hereunder this Agreement is terminated for the reason set forth in pursuant to Section 12(d) 6.3 or 12(e)6.4 hereof, then the Executive shall receive:  (ia) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from through the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to applicable withholdingsthe definitions, terms, and subject conditions of the Plan or plan by which their award is authorized; plus  (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Employee complying Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations set forth of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of provided for by Florida law and execute a general release of claims in a form acceptable to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminatesBoard. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If Employee s this Agreement or the Executive's employment hereunder is are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 12(a) or 12(b)6.2 hereof, then Employee or Employee’s estate will the Executive shall receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusin accordance with the terms of this Agreement. If Employee s employment hereunder this Agreement is terminated for the reason set forth in pursuant to Section 12(d) 6.3 or 12(e)6.4 hereof, then the Executive shall receive: (ia) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from through the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination; plus (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to applicable withholdingsthe definitions, terms, and subject conditions of the Plan or plan by which their award is authorized; plus (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Employee complying Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations set forth of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of provided for by Florida law and execute a general release of claims in a form acceptable to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement DateBoard.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c), 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance BonusSalary, the “Severance Benefits”), until August 14, 2012 (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment or if the parties cannot mutually agree to renew or extend Employee’s employment, then Employee, on completion of the Term will receive the Severance Benefits )until August 14, over a period of twelve (12) months from the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company2012. The Severance Benefit shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject Employee will forfeit any entitlement that Employee may have to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of receive any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement DatePerformance Bonus.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options and restricted stock Employee’s Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusperformance bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance BonusSalary, the “Severance Benefits”), until the expiration of the Term. If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits ), over for a period of twelve six (126) months from the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average last day of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee initial term of the Companythis Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings. Employee will forfeit any entitlement that Employee may have to receive any performance bonus and, and subject to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), and Employee will not be entitled to receive any severance further compensation or benefits that are so delayed shall be paid on from the Payment Commencement DateCompany whatsoever.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options and restricted stock Employee’s Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusperformance bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance BonusSalary, the “Severance Benefits Benefits”), over for a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject (ii) Employee will forfeit any entitlement that Employee may have to Employee complying with the obligations set forth in Section 8 receive any performance bonus and 9. Any severance benefits payable to Employee also shall be conditioned provided however, upon Employee s execution of a general release of claims in a form to be provided payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), and Employee will not be entitled to receive any severance further compensation or benefits that are so delayed shall be paid on from the Payment Commencement DateCompany whatsoever.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all disability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of Employee s stock options and restricted stock shall immediately vestthis Agreement. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusperformance bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance BonusSalary, the “Severance Benefits Benefits”), over for a period of twelve (12) months from if the date termination occurs prior to January 31, 2005, if the termination occurs after January 31, 2005, Employee shall receive the Severance Benefits for the lesser of termination (A) one (1) year or (B) the remainder of the Term (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, provided however, Employee represents and subject to Employee complying with warrants that during the obligations set forth Severance Period he shall affirmatively and in Section 8 good faith seek another position (whether as an employee or independent contractor) and 9. Any severance benefits payable to Employee also the Severance Benefits shall be conditioned mitigated upon his obtaining employment or being engaged as an independent contractor by a third party by an amount equal to the amounts received by Employee s execution of a general release of claims in a form to be provided such new position (as an employee or identified contractor). Upon payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), and Employee will not be entitled to receive any severance further compensation or benefits that are so delayed shall be paid on from the Payment Commencement DateCompany whatsoever.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive an amount equal to the Base Salary and any the pro rata portion of the Performance Bonus earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance BonusBonus for the year in which Employees employment terminates. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided Upon payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.” 3. Section 12(p) of the Employment Agreement is hereby amended and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.restated, in its entirety, to read as follows:

Payments After Termination. If Employee s Employee’s employment hereunder is terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s Employee’s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s Employee’s employment hereunder is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. Notwithstanding the foregoing, the performance bonus paid to Employee in 2014 with respect to the 2013 calendar year, if applicable, shall be treated as a Performance Bonus for purposes of determining the Average Performance Bonus. The Severance Benefit shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 Sections 6, 7 and 98. Any severance benefits Severance Benefits payable to Employee also shall be conditioned upon Employee s Employee’s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s Employee’s employment terminates. Payment of any severance benefits Severance Benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits Severance Benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If Employee s Employee’s employment hereunder is terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s Employee’s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s Employee’s employment hereunder is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 Sections 6, 7 and 98. Any severance benefits payable to Employee also shall be conditioned upon Employee s Employee’s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s Employee’s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disabilitydisability and any Deferred Compensation to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options and restricted stock Employee’s Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary and deferred compensation through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusperformance bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) deferred compensation and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance BonusSalary, the “Severance Benefits”), for a period of eighteen (18) months if the termination occurs prior to January 1, 2005, if the termination occurs after December 31, 2004, Employee shall receive the Severance Benefits ), over a period for the lesser of twelve (12A) months from one (1) year or (B) the date remainder of termination the Term (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject (ii) Employee will forfeit any entitlement that Employee may have to receive any performance bonus and provided however, Employee complying with represents and warrants that during the obligations set forth Severance Period he shall affirmatively and in Section 8 good faith seek another position (whether as an employee or independent contractor) and 9. Any severance benefits payable to Employee also the Severance Benefits shall be conditioned mitigated upon his obtaining employment or being engaged as an independent contractor by a third party by an amount equal to the amounts received by Employee s execution of a general release of claims in a form to be provided such new position (as an employee or identified contractor). Upon payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), and Employee will not be entitled to receive any severance further compensation or benefits that are so delayed shall be paid on from the Payment Commencement DateCompany whatsoever.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options and restricted stock Employee’s Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusperformance bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance BonusSalary, the “Severance Benefits Benefits”), over for a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings. Employee will forfeit any entitlement that Employee may have to receive any performance bonus and, and subject to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), and Employee will not be entitled to receive any severance further compensation or benefits that are so delayed shall be paid on from the Payment Commencement DateCompany whatsoever.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive an amount equal to the Base Salary and any the pro rata portion of the Performance Bonus earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance BonusBonus for the year in which Employees employment terminates. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the CompanyTerm. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided Upon payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), and Employee will not be entitled to receive any severance further compensation or benefits that are so delayed shall be paid on from the Payment Commencement DateCompany whatsoever.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) ), and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee Term. If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial Term of this Agreement, will receive the Severance Benefits for a period of twelve (12) months from the last day of the initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided Upon payment by the Company, and Company of the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”amounts described in this Section 11(f), and Employee will not be entitled to receive any severance further compensation or benefits that are so delayed shall be paid on from the Payment Commencement DateCompany whatsoever.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee s stock options Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) ), and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit Benefits shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee executing a release and complying with the obligations set forth in Section 8 Sections 6, 7 and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date8.

Payments After Termination. If Employee s Employee’s employment hereunder is terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned he may be deemed eligible for in the Compensation Committee of the Board’s sole discretion through the date of death or disability, and all of Employee s Employee’s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c11(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit not have been deemed to have earned, and will forfeit, any eligibility and entitlement that Employee may have to receive any Performance Bonus. If Employee s Employee’s employment hereunder is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The “Average Performance Bonus Bonus” shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. Notwithstanding the foregoing, the performance bonus paid to Employee in 2023 with respect to the 2022 calendar year, if applicable, shall be treated as a Performance Bonus for purposes of determining the Average Performance Bonus. The Severance Benefit shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 Sections 6, 7 and 98. Any severance benefits Severance Benefits payable to Employee also shall be conditioned upon Employee s Employee’s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s Employee’s employment terminates. Payment of any severance benefits Severance Benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits Severance Benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If Employee s this Agreement or the Executive's employment hereunder is are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the annual Base Salary through the date of termination in accordance with the terms of this Agreement, a death benefit equal to one (1) times the Executive’s Annual Base Salary, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years , through the date of termination in accordance with the terms of this Agreement. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 12(a) or 12(b)6.2 hereof, then Employee or Employee’s estate will the Executive shall receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonusin accordance with the terms of this Agreement. If Employee s employment hereunder this Agreement is terminated for the reason set forth in pursuant to Section 12(d) 6.3 or 12(e)6.4 hereof, then the Executive shall receive:  (ia) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the Severance Benefits ), over a period of twelve (12) months from through the date of termination (the Severance Period ). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s payroll procedures terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to applicable withholdingsthe definitions, terms, and subject conditions of the Plan or plan by which their award is authorized; plus  (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Employee complying Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations set forth of non-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and 9. Any severance benefits payable to Employee also shall be conditioned upon Employee s execution of provided for by Florida law and execute a general release of claims in a form acceptable to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s employment terminatesBoard. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If Employee s this Agreement and Employee’s employment hereunder is are terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s Employees estate will receive a lump sum equal to the Base Salary and any Performance the Bonus earned through as of the date of death or disability, and all of Employee s stock options and Employee’s restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 12(c), 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s employment hereunder this Agreement is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Average Performance Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (as defined belowiv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), payable over a period of twelve six (126) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, withholdings and subject to Employee complying with the obligations set forth in Section 8 Sections 6, 7 and 98. Any severance benefits payable to Employee The Severance Benefits shall also shall be conditioned upon Employee s Employee’s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective that becomes irrevocable within 45 30 days after termination of the date on which Employee s employment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Dateemployment.

Payments After Termination. If Employee s Employee’s employment hereunder is terminated for the reasons set forth in Sections 12(a11(a) or 12(b11(b), then Employee or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date of death or disability, and all of Employee s Employee’s stock options and restricted stock shall immediately vest. If the Company terminates Employee’s employment hereunder for the reasons set forth in Section 12(c), 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If Employee s Employee’s employment hereunder is terminated for the reason set forth in Section 12(d11(d) or 12(eSection 11(e), then (i) Employee will receive his Base Salary, his Average Performance Bonus (as defined below) and benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits Benefits”), over a period of twelve (12) months from the date of termination (the “Severance Period Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which the Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company s Company’s payroll procedures and subject to applicable withholdings, and subject to Employee complying with the obligations set forth in Section 8 Sections 6, 7 and 98. Any severance benefits Severance Benefits payable to Employee also shall be conditioned upon Employee s Employee’s execution of a general release of claims in a form to be provided by the Company, and the release becoming effective within 45 days after the date on which Employee s Employee’s employment terminates. Payment of any severance benefits Severance Benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits Severance Benefits that are so delayed shall be paid on the Payment Commencement Date.