Common use of Termination by the Company Without Cause or Resignation by the Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubt, the Executive shall remain an employee of the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties in writing. (i) The Executive will not resign for Good Reason without first providing the Company with written notice of the act(s) or omission(s) constituting the ground(s) for Good Reason within thirty (30) days of the initial existence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days of the expiration of such cure period to qualify as a resignation for Good Reason. For avoidance of doubt, a reduction or elimination of the Executive’s duties, position, responsibilities, or other changes to the Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay the Executive a monthly sum an amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubt, the Executive shall remain an employee of the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties in writing. (i) The Executive will not resign for Good Reason without first providing the Company with written notice of the act(s) or omission(s) constituting the ground(s) for Good Reason within thirty (30) days of the initial existence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days of the expiration of such cure period to qualify as a resignation for Good Reason. For avoidance of doubt, a reduction or elimination of the Executive’s duties, position, responsibilities, or other changes to the Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubt, the Executive shall remain an employee of the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties in writing. (i) The Executive will not resign for Good Reason Executive’s employment hereunder may be terminated without first providing Cause by the Company with upon written notice of to the act(sExecutive. The Executive may also terminate his employment hereunder for “Good Reason” upon one (1) or omission(s) constituting month’s written notice to the ground(s) for Good Reason Company within thirty (30) days of the initial existence occurrence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days any of the expiration following events (A) a material breach of such cure period this Agreement by the Company, which shall be interpreted to qualify as a resignation for Good Reason. For avoidance of doubtinclude, without limitation, a failure to pay the Executive his salary or bonus or a failure to provide the Executive his benefits; (B) a material reduction in the Executive’s duties or elimination responsibilities; (C) a change in the Executive’s reporting relationship so that he no longer reports directly to the Chief Executive Officer; or (D) a relocation of the Executive’s dutiesworksite to a location seventy five (75) miles or more from its current location. (ii) Subject to Section 11, position, responsibilities, or other changes to if the Company terminates the Executive’s compensation employment without Cause, or the Executive terminates his employment for Good Reason (A) the Company shall continue to pay the Executive the Salary for a two (2) year severance period commencing upon the effective date of the termination (the “Severance Period”); (B) the Company shall pay for the costs of, or reimburse the Executive for the costs he incurs in, continuing the Executive’s and his eligible dependents’ health insurance pursuant to COBRA for as long as the Executive (and/or his eligible dependents, as the case may be) are eligible for COBRA during any Garden Leave Period as permitted the Severance Period, and then shall pay the cost of medical and dental coverage for the Executive comparable to that provided pursuant to COBRA, up to a maximum of $2000 per month, during the balance of the Severance Period; (C) during the Severance Period, the Company shall pay the cost of conversion of group term life coverage to an individual policy for the Executive; (D) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the annual automobile allowance he received at the time of such termination; and (E) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the non-elective deferral employer contribution made for his benefit under this Agreement shall not constitute Good Reasonthe Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of Executive’s employment. For purposes As a condition of receiving severance payments and benefits pursuant to this Agreement, “Good Reason” the Executive shall mean:execute and deliver to the Company prior to his receipt of such benefits a general release substantially in the form attached hereto as Exhibit A.

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates the Executive’s employment for group healthGood Reason as provided in Section 4(e), dental then the Company shall, through the Date of Termination, pay the Executive the Executive’s Accrued Benefit. Additionally, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or by the Executive for Good Reason as provided in Section 4(e), (ii) the Executive signs a general release of claims in a form and vision benefits ends due manner reasonably satisfactory to a reduction the Company (the “Release”) within 21 days (or such other time as is required by law to make the Release effective and is set forth in hours worked or otherwisethe Release) of the receipt of the Release and does not revoke such Release during the seven-day revocation period, and (iii) the Executive complies with the Nondisclosure and Inventions Agreement between the Executive and the Company attached hereto as Exhibit A (as amended, the “Inventions Agreement”), the Confidentiality Agreement between the Executive and the Company attached hereto as Exhibit B (as amended, the “Confidentiality Agreement”) and the covenants set forth in Section 8 of this Agreement (collectively with the Inventions Agreement and the Confidentiality Agreement, the “Restrictive Covenants”), then: (i) the Company shall pay the Executive a monthly sum an amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects equal to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter 1.0 times the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to then annual Base Salary and such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) amount shall be paid by March 15 out in a lump sum on the first payroll date after the Date of Termination or expiration of the calendar year following seven-day revocation period for the performance year to which the pro rata portion relates based upon actual performanceRelease, if later; provided thatprovided, however, if the Company so elects, any has not provided the Executive with a form of Release reasonably satisfactory to the pro rata portions Company by February 1st following the calendar year in which the Date of the Annual Bonus during the Notice Period may Termination occurs then such amount shall be paid out assuming Target Bonus achievement no later than March 15th following the calendar year in which the Date of Termination occurs; (in relation ii) upon the Date of Termination, all vested stock options shall be exercisable until the earlier of 3 months after the Date of Termination or the date of expiration of the stock option pursuant to the relevant period). For avoidance of doubt, applicable plan and/or award agreement pursuant to which the stock option was granted; and (iii) the Company shall allow the Executive to continue to participate, at the Executive’s election, in the Company’s then current health insurance plan and any other Company plan in which employees are generally permitted to continue to participate post-termination of employment, and in which the Executive was enrolled at the time of such termination and at the Company’s expense for the initial period of 12 months from the Date of Termination; provided, however, that such continued participation shall remain an employee of the Company in all cases be subject to the applicable law and the plan’s terms set forth herein during any Qualifying Termination Notice Period, except as modified and conditions governing participation by the Parties in writingnon-employees after their termination of employment. (i) The Executive will not resign for Good Reason without first providing the Company with written notice of the act(s) or omission(s) constituting the ground(s) for Good Reason within thirty (30) days of the initial existence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days of the expiration of such cure period to qualify as a resignation for Good Reason. For avoidance of doubt, a reduction or elimination of the Executive’s duties, position, responsibilities, or other changes to the Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubt, the Executive shall remain an employee of the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties in writing. (i) The Executive will not resign for Good Reason Executive’s employment hereunder may be terminated without first providing Cause by the Company with upon written notice of to the act(sExecutive. The Executive may also terminate his employment hereunder for “Good Reason” upon one (1) or omission(s) constituting month’s written notice to the ground(s) for Good Reason Company within thirty (30) days of the initial existence occurrence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days any of the expiration following events (A) a material breach of such cure period this Agreement by the Company, which shall be interpreted to qualify as a resignation for Good Reason. For avoidance of doubtinclude, without limitation, a failure to pay the Executive his salary or bonus or a failure to provide the Executive his benefits; (B) a material reduction in the Executive’s duties or elimination responsibilities; (C) a change in the Executive’s reporting relationship so that he no longer reports directly to the Chief Operating or Chief Executive Officer; or (D) a relocation of the Executive’s dutiesworksite to a location seventy five (75) miles or more from its current location. (ii) Subject to Section 11, position, responsibilities, or other changes to if the Company terminates the Executive’s compensation employment without Cause, or the Executive terminates his employment for Good Reason (A) the Company shall continue to pay the Executive the Salary for a one (1) year severance period commencing upon the effective date of the termination (the “Severance Period”); (B) the Company shall pay for the costs of, or reimburse the Executive for the costs he incurs in, continuing the Executive’s and his eligible dependents’ health insurance pursuant to COBRA for as long as the Executive (and/or his eligible dependents, as the case may be) are eligible for COBRA during the Severance Period, and then shall pay the cost of medical and dental coverage for the Executive comparable to that provided pursuant to COBRA, up to a maximum of $2000 per month, during the balance of the Severance Period; (C) during the Severance Period, the Company shall pay the cost of conversion of group term life coverage to an individual policy for the Executive; (D) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of any Garden Leave Period as permitted annual automobile allowance he received at the time of such termination; and (E) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the non-elective deferral employer contribution made for his benefit under this Agreement shall not constitute Good Reasonthe Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of Executive’s employment. For purposes As a condition of receiving severance payments and benefits pursuant to this Agreement, “Good Reason” the Executive shall mean:execute and deliver to the Company prior to his receipt of such benefits a general release substantially in the form attached hereto as Exhibit A.

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In If the event of a Qualifying TerminationExecutive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in addition to the Accrued Obligations, the Party initiating the termination Company shall provide to the other Party Executive, as severance pay, an amount equal to one times: (i) the Executive’s Base Salary; and (ii) the Executive’s Annual Bonus Opportunity, to be paid in substantially equal payments in accordance with prior written notice the Company’s regular payroll schedule, commencing as soon as practicable following the date the Release (as defined below) becomes irrevocable (with the first such payment including any amounts that would have been paid had the Executive’s Base Salary continued following the Executive’s termination of termination (employment without interruption pending the “Notice”Release being executed and becoming irrevocable) and payable for a period of twelve (12) 12 months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period BenefitsSeverance Pay”), subject to the Executive’s continued eligibility Executive executing a release of claims in a form determined by the Company to be acceptable (the “Release”) and the Release, thereafter, becoming irrevocable pursuant to its terms; provided, however, that if the period for the Executive to consider, sign and not revoke the Release spans two taxable years, the Severance Pay shall commence in the second such benefits under taxable year. In addition, subject to the applicable Employee Benefit Plans. If Executive enrolling in COBRA continuation coverage, the Company shall, over the 12 months following the date of termination, pay the Executive an amount equal to the monthly cost of the Executive purchasing COBRA coverage for the Executive and the Executive’s eligibility for group healthcovered dependents (the “Benefit Continuation”), dental and vision benefits ends due to a reduction in hours worked or otherwise, except that the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium Benefit Continuation shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or that the Executive becomes eligible to receive any comparable health, dental and vision benefits with for coverage from a subsequent employer or through a spouse’s or domestic partner’s employer. Further, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that provide the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as with customary outplacement services (the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice PeriodOutplacement Services”), except that the maximum cost to the Company of providing such accrual outplacement services shall cease upon the commencement not exceed $10,000. For purposes of any Garden Leave Period. The pro rata portions clarity and avoidance of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided thatdoubt, if the Company so elects, any of does not receive the pro rata portions of Release within the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubtspecified deadline for its execution, the Executive shall remain an employee not be entitled to any of the Company subject to Severance Pay, the terms set forth herein during any Qualifying Termination Notice Period, except as modified by Benefit Continuation or the Parties in writingOutplacement Services. (i) The Executive will not resign for Good Reason without first providing the Company with written notice of the act(s) or omission(s) constituting the ground(s) for Good Reason within thirty (30) days of the initial existence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days of the expiration of such cure period to qualify as a resignation for Good Reason. For avoidance of doubt, a reduction or elimination of the Executive’s duties, position, responsibilities, or other changes to the Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In If, during the event of a Qualifying TerminationEmployment Term, the Party initiating Executive’s employment is terminated by the Company without Cause or the Executive terminates for Good Reason and such termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Periodconstitutes a Separation from Service, the Executive will continue shall be entitled to receive from the Company: (1) the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law, and (2) conditioned upon the Executive executing a Release within the Release Consideration Period and delivering it to the Company with the Release Revocation Period expired without revocation, and in lieu of any payments due under any severance plan or program for employees or executives, the following: (i) periodic payments in an aggregate amount equal to one times his Base Salary in effect prior to the termination of his employment (or, if termination occurs for Good Reason based on a reduction of Base Salary, along his Base Salary in effect immediately before such reduction), which payments shall be paid to the Executive in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive on the date of this Agreement for the Payment Period except that (A) if the Release Consideration and Revocation Period ends on or after December 15th of the calendar year of the Executive’s Separation from Service, such installments that are otherwise payable in the calendar year of the Executive’s Separation from Service shall be paid in a lump sum on the first business day of the following calendar year or (B) if the Executive is a Specified Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred compensation within the meaning of Section 409A of the Code, such installments shall not commence until after the end of the six continuous month period following the date of the Executive’s Separation from Service, in which case, the Executive shall be paid a lump-sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the seventh month following the date of the Executive’s Separation from Service; and (ii) provided that the Executive timely elects continuation coverage under Section 4980B of the Code, continued participation at the Executive’s sole cost in the Company’s group health plans at then-existing participation and coverage levels for the Payment Period, in accordance with Section 409A of the Code, comparable to the terms in effect from time to time for the Company’s senior executives, but only to the extent that the Executive makes a payment to the Company in an amount equal to the pro rata portions monthly premium payments (both the employee and employer portions) required to maintain such comparable coverage on or before the first day of the Annual Bonus for the relevant each calendar year(s) month commencing during the Qualifying Termination Notice Period (both Base Salary Payment Period, and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay reimburse the Executive, in accordance with the terms of Section 6 hereof, for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage, except that (A) following such period, the Executive a monthly sum amount that equals, after tax withholdings and deductions, shall retain any rights to continue coverage under the monthly premiums for Company’s group health, dental and vision health plans under the benefits for the remainder continuation provisions pursuant to Section 4980B of the Qualifying Termination Notice Period. Notwithstanding Code by paying the foregoing, any applicable premiums of such payment by plans; and (B) the Company on behalf Executive shall no longer be eligible to receive the benefits otherwise receivable pursuant to this Section 9(b)(ii) as of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or date that the Executive becomes eligible to receive any comparable healthbenefits from a new employer. Notwithstanding anything in this Section 9(b) to the contrary, dental to the extent the Executive has not executed the Release and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during delivered it to the Qualifying Termination Notice Company within the Release Consideration Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter has revoked the Executive’s duties, position, and/or responsibilities during executed Release within the Qualifying Termination Notice Release Revocation Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubt, the Executive shall remain an employee of will forfeit any right to receive the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties payments and benefits specified in writingthis Section 9(b). (i) The Executive will not resign for Good Reason without first providing the Company with written notice of the act(s) or omission(s) constituting the ground(s) for Good Reason within thirty (30) days of the initial existence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days of the expiration of such cure period to qualify as a resignation for Good Reason. For avoidance of doubt, a reduction or elimination of the Executive’s duties, position, responsibilities, or other changes to the Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In If, during the event of Term, the Executive’s employment is terminated by the Company without Cause (other than a termination pursuant to Section 6(a)) or the Executive terminates his employment for Good Reason (in either case, a “Qualifying Termination”), then the Party initiating the termination Company shall pay or provide the other Party with Accrued Compensation and Benefits, and subject to Section 6(f): (i) The Company shall make cash payments to the Executive equal in the aggregate to the product of (A) one (1) (the “Severance Multiple”) and (B) the sum of the Base Salary and Target Bonus as in effect immediately prior written notice to the date of termination (without regard to any reduction to the Base Salary or Target Bonus that gave rise to Good Reason), payable in equal monthly installments, commencing on the 90th day following the date of termination (the “NoticeInitial Payment Date”) of (collectively referred to herein as the “Severance Payments”); (ii) The Executive and his covered dependents shall be entitled to continued participation for twelve (12) months following the date of termination (the “Qualifying Termination Notice Benefit Continuation Period”). During the Qualifying Termination Notice Period) in such medical, dental, vision and hospitalization insurance coverage in which the Executive will continue to receive the Base Salary, along with an amount equal and his eligible dependents were participating immediately prior to the pro rata portions date of termination, subject to the terms and conditions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount applicable benefit plans as in effect as of such Notice date) from time to time (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Continued Benefits”), subject provided that the Executive shall not be required to pay any premiums or other amounts to obtain such coverage. The full amount of the premiums that the Executive would be required to pay to obtain the Continued Benefits actually provided to the Executive during the Benefit Continuation Period under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (the “Premium Cost”), shall be imputed as taxable income to the Executive’s continued eligibility , and the Executive shall be responsible for the payment of all income taxes incurred as a result of such benefits under imputed income, provided that the Company will reimburse the Executive for the amount of such income taxes plus the amount of all additional income taxes incurred by the Executive upon such payment by the Company. If the Executive is not permitted to receive a Continued Benefit during the Benefit Continuation Period as a result of applicable law or the terms of the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwisePlan, the Company shall pay reimburse the Executive a monthly sum for (i) the amount that equalsactually incurred by the Executive to obtain coverage no more favorable than the applicable Continued Benefit, after tax withholdings and deductions, up to the monthly premiums for group health, dental and vision benefits portion of the Premium Cost necessary to provide the corresponding Continued Benefit for the remainder applicable portion of the Qualifying Termination Notice Continued Benefit Period, plus (ii) the amount of all additional income taxes incurred by the Executive upon such payment by the Company (the “Benefit Reimbursement”). Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects not be entitled to discontinue such benefits during the Qualifying Termination Notice Period receive a Continued Benefit or the Executive Benefit Reimbursement to the extent that he becomes eligible to receive any a comparable health, dental and vision benefits with a subsequent benefit from another employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Benefit Continuation Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Periodpromptly, except that such accrual shall cease upon and in no event later than five (5) business days after the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus eligibility thereof during the Notice Period may be paid out assuming Target Bonus achievement (in relation Benefit Continuation Period, report the eligibility to receive any such comparable benefit to the relevant period). For avoidance of doubt, the Executive shall remain an employee of the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties in writingCompany. (i) The Executive will not resign for Good Reason without first providing the Company with written notice of the act(s) or omission(s) constituting the ground(s) for Good Reason within thirty (30) days of the initial existence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days of the expiration of such cure period to qualify as a resignation for Good Reason. For avoidance of doubt, a reduction or elimination of the Executive’s duties, position, responsibilities, or other changes to the Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubt, the Executive shall remain an employee of the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties in writing. (i) The Executive will not resign for Good Reason Executive's employment hereunder may be terminated without first providing Cause by the Company with upon written notice of to the act(sExecutive. The Executive may also terminate his employment hereunder for "Good Reason" upon one (1) or omission(s) constituting month's written notice to the ground(s) for Good Reason Company within thirty (30) days of the initial existence occurrence of such groundsany of the following events (A) a material breach of this Agreement by the Company, and which shall be interpreted to include without limitation a cure period failure to pay the Executive his salary or bonus, a failure to provide the Executive his benefits, or a requirement that the Executive travel a significantly larger number of thirty days than in the previous calendar year; (30B) days following a material reduction in the date Executive's duties or responsibilities; (C) a change in the Executive's reporting relationship so that he no longer reports directly to the Chief Executive Officer; (D) a relocation of such noticethe Executive's worksite to a location 75 miles or more from its current location. (ii) Subject to Section 11, if such act(s) the Company terminates the Executive's employment without Cause, or omission(s) is/are capable of cure. Any resignation the Executive terminates his employment for Good Reason must be effectuated within thirty (30A) days the Company shall continue to pay the Executive the Salary for a two (2) year severance period commencing upon the effective date of the expiration termination (the "Severance Period"); (B) the Company shall pay for the costs of, or reimburse the Executive for the costs he incurs in, continuing the Executive's and his eligible dependents' health insurance pursuant to COBRA for as long as the Executive (and/or his eligible dependents, as the case may be) are eligible for COBRA during the Severance Period, and then shall pay the cost of medical and dental coverage for the Executive comparable to that provided pursuant to COBRA, up to a maximum of $2000 per month; during the balance of the Severance Period; (C) during the Severance Period, the Company shall pay the cost of conversion of group term life coverage to an individual policy for the Executive; (D) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the annual automobile allowance he received at the time of such cure period termination; and (E) during the Severance Period, the Company shall pay to qualify as the Executive a resignation for Good Reason. For avoidance of doubt, a reduction or elimination monthly lump sum cash payment equal to one-twelfth of the Executive’s duties, position, responsibilities, or other changes non-elective deferral employer contribution made for his benefit under the Company's 401(k) plan for the last fiscal year of the Company prior to the termination of Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason's employment. For purposes As a condition of receiving severance payments and benefits pursuant to this Agreement, “Good Reason” the Executive shall mean:execute and deliver to the Company prior to his/her receipt of such benefits a general release substantially in the form attached hereto as Exhibit A.

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the commencement of any Garden Leave Period. The pro rata portions of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided that, if the Company so elects, any of the pro rata portions of the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubt, the Executive shall remain an employee of the Company subject to the terms set forth herein during any Qualifying Termination Notice Period, except as modified by the Parties in writing. (i) The Executive will not resign for Good Reason Executive’s employment hereunder may be terminated without first providing Cause by the Company with upon written notice of to the act(sExecutive. The Executive may also terminate his employment hereunder for “Good Reason” upon one (1) or omission(s) constituting month’s written notice to the ground(s) for Good Reason Company within thirty (30) days of the initial existence occurrence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days any of the expiration following events (A) a material breach of such cure period this Agreement by the Company, which shall be interpreted to qualify as a resignation for Good Reason. For avoidance of doubtinclude, without limitation, a failure to pay the Executive his salary or bonus or a failure to provide the Executive his benefits; (B) a material reduction in the Executive’s duties or elimination responsibilities; (C) a change in the Executive’s reporting relationship so that he no longer reports directly to the Chief Executive Officer; or (D) a relocation of the Executive’s dutiesworksite to a location seventy five (75) miles or more from its current location. (ii) Subject to Section 11, position, responsibilities, or other changes to if the Company terminates the Executive’s compensation employment without Cause, or the Executive terminates his employment for Good Reason (A) the Company shall continue to pay the Executive the Salary for a three (3) year severance period commencing upon the effective date of the termination (the “Severance Period”); (B) the Company shall pay for the costs of, or reimburse the Executive for the costs he incurs in, continuing the Executive’s and his eligible dependents’ health insurance pursuant to COBRA for as long as the Executive (and/or his eligible dependents, as the case may be) are eligible for COBRA during the Severance Period, and then shall pay the cost of medical and dental coverage for the Executive comparable to that provided pursuant to COBRA, up to a maximum of $2000 per month, during the balance of the Severance Period; (C) during the Severance Period, the Company shall pay the cost of conversion of group term life coverage to an individual policy for the Executive; (D) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of any Garden Leave Period as permitted annual automobile allowance he received at the time of such termination; and (E) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the non-elective deferral employer contribution made for his benefit under this Agreement shall not constitute Good Reasonthe Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of Executive’s employment. For purposes As a condition of receiving severance payments and benefits pursuant to this Agreement, “Good Reason” the Executive shall mean:execute and deliver to the Company prior to his receipt of such benefits a general release substantially in the form attached hereto as Exhibit A.

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In If the event of a Qualifying TerminationExecutive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in addition to the Accrued Obligations, the Party initiating the termination Company shall provide to the other Party Executive, as severance pay, an amount equal to two times: (i) the Executive’s Base Salary; and (ii) the Executive’s Annual Bonus Opportunity, to be paid in substantially equal payments in accordance with prior written notice the Company’s regular payroll schedule, commencing as soon as practicable following the date the Release (as defined below) becomes irrevocable (with the first such payment including any amounts that would have been paid had the Executive’s Base Salary continued following the Executive’s termination of termination (employment without interruption pending the “Notice”Release being executed and becoming irrevocable) and payable for a period of twelve (12) 24 months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period BenefitsSeverance Pay”), subject to the Executive’s continued eligibility Executive executing a release of claims in a form determined by the Company to be acceptable (the “Release”) and the Release, thereafter, becoming irrevocable pursuant to its terms; provided, however, that if the period for the Executive to consider, sign and not revoke the Release spans two taxable years, the Severance Pay shall commence in the second such benefits under taxable year. In addition, subject to the applicable Employee Benefit Plans. If Executive enrolling in COBRA continuation coverage, the Company shall, over the 12 months following the date of termination, pay the Executive an amount equal to the monthly cost of the Executive purchasing COBRA coverage for the Executive and the Executive’s eligibility for group healthcovered dependents (the “Benefit Continuation”), dental and vision benefits ends due to a reduction in hours worked or otherwise, except that the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium Benefit Continuation shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or that the Executive becomes eligible to receive any comparable health, dental and vision benefits with for coverage from a subsequent employer or through a spouse’s or domestic partner’s employer. Further, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that provide the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as with customary outplacement services (the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice PeriodOutplacement Services”), except that the maximum cost to the Company of providing such accrual outplacement services shall cease upon the commencement not exceed $10,000. For purposes of any Garden Leave Period. The pro rata portions clarity and avoidance of the Annual Bonus (if any) shall be paid by March 15 of the calendar year following the performance year to which the pro rata portion relates based upon actual performance; provided thatdoubt, if the Company so elects, any of does not receive the pro rata portions of Release within the Annual Bonus during the Notice Period may be paid out assuming Target Bonus achievement (in relation to the relevant period). For avoidance of doubtspecified deadline for its execution, the Executive shall remain an employee not be entitled to any of the Company subject to Severance Pay, the terms set forth herein during any Qualifying Termination Notice Period, except as modified by Benefit Continuation or the Parties in writingOutplacement Services. (i) The Executive will not resign for Good Reason without first providing the Company with written notice of the act(s) or omission(s) constituting the ground(s) for Good Reason within thirty (30) days of the initial existence of such grounds, and a cure period of thirty (30) days following the date of such notice, if such act(s) or omission(s) is/are capable of cure. Any resignation for Good Reason must be effectuated within thirty (30) days of the expiration of such cure period to qualify as a resignation for Good Reason. For avoidance of doubt, a reduction or elimination of the Executive’s duties, position, responsibilities, or other changes to the Executive’s compensation during any Garden Leave Period as permitted under this Agreement shall not constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean: