Common use of Benefits Received Upon Termination Clause in Contracts

Benefits Received Upon Termination. (a) If Executive’s employment is terminated by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting Good Reason, then the Company shall pay Executive Executive’s Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements or arrangements applicable to Executive. (b) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason the Company shall: (i) pay Executive, within two (2) business days following the date of termination, any unpaid portion of Executive’s Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu of the required notification period, plus credit for any vacation earned but not taken; and (ii) as severance pay Executive’s Base Salary plus Auto Allowance in effect as of the date of termination, such payments to be made in accordance with the Company’s usual payroll periods for the twelve (12) months immediately following the termination of employment under this Agreement, subject to withholding in accordance with the Company’s usual payroll practices; and (iii) if Executive holds unvested restricted stock or unvested stock options, accelerate the vesting of all of Executive’s stock or stock options at and from the date of Executive’s termination , so that all restrictions on restricted stock shall lapse immediately and all unvested stock options will vest immediately; and (iv) if Executive holds unexercised stock options on the date of termination, amend the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date of Executive’s termination.

Benefits Received Upon Termination. (a) If Executive’s employment is terminated by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting Good Reason, then the Company shall pay Executive Executive’s Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements or arrangements applicable to Executive. (b) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason the Company shall: (i) pay Executive, within two (2) business days following the date of termination, any unpaid portion of Executive’s Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu of the required notification period, plus credit for any vacation earned but not taken; and (ii) in exchange for a full general release of claims against the Company in a form reasonably acceptable to the Company, the Company will pay the Executive as severance pay Executive’s Base Salary plus Auto Allowance in effect as of the date of termination, such payments to be made in accordance with the Company’s usual payroll periods for the twelve six (126) months immediately following the termination of employment under this Agreement, subject to withholding in accordance with the Company’s usual payroll practices. The Executive will continue to be covered by the Company under it existing Company Benefit Plans during the six (6) month period. In the event that the Executive enters into employment with another employer prior to the end of six (6) month period, the severance will be reduced to difference between Executive’s Base Salary plus Auto Allowance and the Executive’s new Base Salary plus Auto Allowance from the new employer; and (iii) if Executive holds unvested restricted stock or unvested stock options, accelerate the vesting of all of Executive’s stock or stock options at and from the date of Executive’s termination , so that all restrictions on restricted stock shall lapse immediately and all unvested stock options will vest immediately; and (iv) if Executive holds unexercised stock options on the date of termination, amend the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date of Executive’s termination.; and

Benefits Received Upon Termination. (a) If the Executive’s employment is terminated as a result of Executive’s death or Disability, by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting without Good Reason, then the Company shall pay the Executive Executive’s his Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, taken and the Company shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements Agreements or arrangements applicable to the Executive. (b) If the Executive’s employment is terminated by the Company without Cause Cause, or if this Agreement is terminated by Executive for Good Reason Reason, then the Company shall: (i) pay Executive, to the Executive within two (2) business days following the date of termination, any unpaid portion of Executive’s termination his Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu end of the required notification period, month during which such termination occurs plus credit for any vacation earned but not taken; and; (ii) pay to the Executive as severance pay pay: (1) for two (2) years, an annual amount equal to the Executive’s Base Salary plus Auto Allowance in effect as of the date of terminationtermination multiplied by 1.37, such payments to which annual amount shall not exceed $150,000 per year and which amounts shall be made paid in installments in accordance with the Company’s usual payroll periods for two (2) years, plus (2) an amount equal to the twelve (12) months immediately following most recent annual profit sharing and/or incentive bonus received by the termination Executive from the Company, prorated for the portion of employment the current year for which the Executive was employed, or, if more, the amount which would be due under this Agreement, subject the profit sharing and/or incentive bonus plans applicable to withholding Executive for the then current year calculated as of the effective date of termination; such amount to be reduced by any payment previously received for and during the current year as part of the profit sharing and/or incentive bonus plans and such payment to be made in substantially equal installments in accordance with the Company’s usual payroll practices; andperiods over such time period as Executive receives Base Salary severance payments hereunder; (iii) if Executive holds unvested restricted stock or unvested stock optionsmaintain, accelerate at the vesting of all of Company’s expense, in full force and effect, for the Executive’s stock continued benefit for one year, all Company medical insurance and reimbursement plans and other programs or stock options at and from arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that the Executive’s termination continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation in any such plan or program is barred, so that all restrictions on restricted stock the Company shall lapse immediately and all unvested stock options will vest immediatelyarrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) if Executive holds unexercised stock options on pay, for the date benefit of terminationExecutive, amend all costs, up to a maximum of $10,000, related to Executive’s participation in a senior executive outplacement program at an outplacement firm. (c) In the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date event of Executive’s Disability, Executive acknowledges that his employment will be automatically terminated effective immediately upon the determination of Disability; provided that, during the period of the disability prior to such termination of employment, Executive shall continue to receive all compensation and benefits as if he were actively employed less any sums received directly by the Executive, if any, under any policy or policies of disability income insurance purchased by the Company. In the event of such termination, Executive’s rights to receive any salary or payments under this Agreement shall terminate but Executive shall have the right to continue to receive any and all payments made by an insurance company under any and all policies of disability insurance purchased by the Company. Executive’s rights under any Company Benefit Plans will be those rights accorded to any terminated employee under the plan provisions and applicable law. Executive will remain entitled to receive any benefits under state disability or worker’s compensation laws. (d) The Company will deduct and withhold all necessary Withholding Taxes from Executive’s benefits provided hereunder.

Benefits Received Upon Termination. (a) If the Executive’s employment is terminated as a result of Executive’s death or Disability, by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting without Good Reason, then the Company shall pay the Executive Executive’s his Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, taken and the Company shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements Agreements or arrangements applicable to the Executive. (b) If the Executive’s employment is terminated by the Company without Cause Cause, or if this Agreement is terminated by Executive for Good Reason Reason, then the Company shall: (i) pay Executive, to the Executive within two (2) business days following the date of termination, any unpaid portion of Executive’s termination his Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu end of the required notification period, month during which such termination occurs plus credit for any vacation earned but not taken; and; (ii) pay to the Executive as severance pay pay: (1) an amount equal to the Executive’s annual Base Salary plus Auto Allowance in effect as of the date of termination, such payments to which amount shall be made paid in installments in accordance with the Company’s usual payroll periods for two (2) years, plus (2) an amount equal to the twelve (12) months immediately following most recent annual profit sharing and/or incentive bonus received by the termination Executive from the Company, prorated for the portion of employment the current year for which the Executive was employed, or, if more, the amount which would be due under this Agreement, subject the profit sharing and/or incentive bonus plans applicable to withholding Executive for the then current year calculated as of the effective date of termination; such amount to be reduced by any payment previously received for and during the current year as part of the profit sharing and/or incentive bonus plans and such payment to be made in substantially equal installments in accordance with the Company’s usual payroll practices; andperiods over such time period as Executive receives Base Salary severance payments hereunder; (iii) if Executive holds unvested restricted stock or unvested stock optionsmaintain, accelerate at the vesting of all of Company’s expense, in full force and effect, for the Executive’s stock continued benefit for one year, all Company medical insurance and reimbursement plans and other programs or stock options at and from arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that the Executive’s termination continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation in any such plan or program is barred, so that all restrictions on restricted stock the Company shall lapse immediately and all unvested stock options will vest immediatelyarrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) if Executive holds unexercised stock options on pay, for the date benefit of terminationExecutive, amend all costs, up to a maximum of $10,000, related to Executive’s participation in a senior executive outplacement program at an outplacement firm. (c) In the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date event of Executive’s Disability, Executive acknowledges that his employment will be automatically terminated effective immediately upon the determination of Disability; provided that, during the period of the disability prior to such termination of employment, Executive shall continue to receive all compensation and benefits as if he were actively employed less any sums received directly by the Executive, if any, under any policy or policies of disability income insurance purchased by the Company. In the event of such termination, Executive’s rights to receive any salary or payments under this Agreement shall terminate but Executive shall have the right to continue to receive any and all payments made by an insurance company under any and all policies of disability insurance purchased by the Company. Executive’s rights under any Company Benefit Plans will be those rights accorded to any terminated employee under the plan provisions and applicable law. Executive will remain entitled to receive any benefits under state disability or worker’s compensation laws. (d) The Company will deduct and withhold all necessary Withholding Taxes from Executive’s benefits provided hereunder.

Benefits Received Upon Termination. (a) If Executive’s employment is terminated by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting Good Reason, then the Company shall pay Executive Executive’s Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements or arrangements applicable to Executive. (b) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason the Company shall: (i) pay Executive, within two (2) business days following the date of termination, any unpaid portion of Executive’s Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu of the required notification period, plus credit for any vacation earned but not taken; and (ii) as severance pay Executive’s Base Salary plus Auto Allowance in effect as of the date of termination, such payments to be made in accordance with the Company’s usual payroll periods for the twelve (12) months immediately following the termination of employment under this Agreement, subject to withholding in accordance with the Company’s usual payroll practices. The Executive will continue to be covered by the Company under it existing Company Benefit Plans during the twelve (12) month period. In the event that the Executive enters into employment with another employer prior to the end of the twelve (12) month period, the severance will be reduced to difference between Executive’s Base Salary plus Auto Allowance and the Executive’s new Base Salary plus Auto Allowance from the new employer; and (iii) if Executive holds unvested restricted stock or unvested stock options, accelerate the vesting of all of Executive’s stock or stock options at and from the date of Executive’s termination termination, so that all restrictions on restricted stock shall lapse immediately and all unvested stock options will vest immediately; and (iv) if Executive holds unexercised stock options on the date of termination, amend the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date of Executive’s termination.

Benefits Received Upon Termination. (a) If Executive’s employment is terminated by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting Good Reason, then the Company shall pay Executive Executive’s Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements or arrangements applicable to Executive. (b) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason the Company shall: (i) pay Executive, within two (2) business days following the date of termination, any unpaid portion of Executive’s Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu of the required notification period, plus credit for any vacation earned but not taken; and (ii) in exchange for a full general release of claims against the Company in a form reasonably acceptable to the Company, the Company will pay the Executive as severance pay Executive’s Base Salary plus Auto Allowance in effect as of the date of termination, such payments to be made in accordance with the Company’s usual payroll periods for the twelve (12) months immediately following the termination of employment under this Agreement, subject to withholding in accordance with the Company’s usual payroll practices. The Executive will continue to be covered by the Company under it existing Company Benefit Plans during the twelve (12) month period. In the event that the Executive enters into employment with another employer prior to the end of the twelve (12) month period, the severance will be reduced to difference between Executive’s Base Salary plus Auto Allowance and the Executive’s new Base Salary plus Auto Allowance from the new employer; and (iii) if Executive holds unvested restricted stock or unvested stock options, accelerate the vesting of all of Executive’s stock or stock options at and from the date of Executive’s termination , so that all restrictions on restricted stock shall lapse immediately and all unvested stock options will vest immediately; and (iv) if Executive holds unexercised stock options on the date of termination, amend the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date of Executive’s termination.; and

Benefits Received Upon Termination. (a) If Executive’s employment is terminated by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting Good Reason, then the Company shall pay Executive Executive’s Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements or arrangements applicable to Executive. (b) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason the Company shall: (i) pay Executive, within two (2) business days following the date of termination, any unpaid portion of Executive’s Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu of the required notification period, plus credit for any vacation earned but not taken; and (ii) as severance pay Executive’s Base Salary plus Auto Allowance in effect as of the date of termination, such payments to be made in accordance with the Company’s usual payroll periods for the twelve six (126) months immediately following the termination of employment under this Agreement, subject to withholding in accordance with the Company’s usual payroll practices. The Executive will continue to be covered by the Company under it existing Company Benefit Plans during the six (6) month period. In the event that the Executive enters into employment with another employer prior to the end of six (6) month period, the severance will be reduced to difference between Executive’s Base Salary plus Auto Allowance and the Executive’s new Base Salary plus Auto Allowance from the new employer; and (iii) if Executive holds unvested restricted stock or unvested stock options, accelerate the vesting of all of Executive’s stock or stock options at and from the date of Executive’s termination termination, so that all restrictions on restricted stock shall lapse immediately and all unvested stock options will vest immediately; and (iv) if Executive holds unexercised stock options on the date of termination, amend the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date of Executive’s termination.

Benefits Received Upon Termination. (a) If the Executive’s employment is terminated as a result of Executive’s death or Disability, by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting without Good Reason, then the Company shall pay the Executive Executive’s his Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, taken and the Company shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements Agreements or arrangements applicable to the Executive. (b) If the Executive’s employment is terminated by the Company without Cause Cause, or if this Agreement is terminated by Executive for Good Reason Reason, then the Company shall: (i) pay Executive, to the Executive within two (2) business days following the date of termination, any unpaid portion of Executive’s termination his Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu end of the required notification period, month during which such termination occurs plus credit for any vacation earned but not taken; and; (ii) pay to the Executive as severance pay pay: (1) an amount equal to the Executive’s annual Base Salary plus Auto Allowance in effect as of the date of termination, such payments to which amount shall be made paid in installments in accordance with the Company’s usual payroll periods for one (1) year, plus (2) an amount equal to the twelve (12) months immediately following most recent annual profit sharing and/or incentive bonus received by the termination Executive from the Company, prorated for the portion of employment the current year for which the Executive was employed, or, if more, the amount which would be due under this Agreement, subject the profit sharing and/or incentive bonus plans applicable to withholding Executive for the then current year calculated as of the effective date of termination; such amount to be reduced by any payment previously received for and during the current year as part of the profit sharing and/or incentive bonus plans and such payment to be made in substantially equal installments in accordance with the Company’s usual payroll practices; andperiods over such time period as Executive receives Base Salary severance payments hereunder; (iii) if Executive holds unvested restricted stock or unvested stock optionsmaintain, accelerate at the vesting of all of Company’s expense, in full force and effect, for the Executive’s stock continued benefit for one year, all Company medical insurance and reimbursement plans and other programs or stock options at and from arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that the Executive’s termination continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation in any such plan or program is barred, so that all restrictions on restricted stock the Company shall lapse immediately and all unvested stock options will vest immediatelyarrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) if Executive holds unexercised stock options on pay, for the date benefit of terminationExecutive, amend all costs, up to a maximum of $10,000, related to Executive’s participation in a senior executive outplacement program at an outplacement firm. (c) In the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date event of Executive’s Disability, Executive acknowledges that his employment will be automatically terminated effective immediately upon the determination of Disability; provided that, during the period of the disability prior to such termination of employment, Executive shall continue to receive all compensation and benefits as if he were actively employed less any sums received directly by the Executive, if any, under any policy or policies of disability income insurance purchased by the Company. In the event of such termination, Executive’s rights to receive any salary or payments under this Agreement shall terminate but Executive shall have the right to continue to receive any and all payments made by an insurance company under any and all policies of disability insurance purchased by the Company. Executive’s rights under any Company Benefit Plans will be those rights accorded to any terminated employee under the plan provisions and applicable law. Executive will remain entitled to receive any benefits under state disability or worker’s compensation laws. (d) The Company will deduct and withhold all necessary Withholding Taxes from Executive’s benefits provided hereunder.

Benefits Received Upon Termination. (a) If Executive’s employment is terminated by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting Good Reason, then the Company shall pay Executive Executive’s Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements or arrangements applicable to Executive. (b) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason the Company shall: (i) pay Executive, within two (2) business days following the date of termination, any unpaid portion of Executive’s Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu of the required notification period, plus credit for any vacation earned but not taken; and (ii) as severance pay Executive’s Base Salary plus Auto Allowance in effect as of the date of termination, such payments to be made in accordance with the Company’s usual payroll periods for the twelve (12) months immediately following the termination of employment under this Agreement, subject to withholding in accordance with the Company’s usual payroll practices; and (iii) if Executive holds unvested restricted stock or unvested stock options, accelerate the vesting of all of Executive’s stock or stock options at and from the date of Executive’s termination termination, so that all restrictions on restricted stock shall lapse immediately and all unvested stock options will vest immediately; and (iv) if Executive holds unexercised stock options on the date of termination, amend the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date of Executive’s termination.

Benefits Received Upon Termination. (a) If the Executive’s employment is terminated as a result of Executive’s death or Disability, by the Company for Cause, or if this Agreement is terminated by Executive for any reason under circumstances not constituting without Good Reason, then the Company shall pay the Executive Executive’s his Base Salary through the effective date of such termination plus credit for any vacation earned but not taken. Thereafter, taken and the Company shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or been accrued and not forfeited on termination pursuant to and under the existing Company Benefit Plans or any other agreements Agreements or arrangements applicable to the Executive. (b) If the Executive’s employment is terminated by the Company without Cause Cause, or if this Agreement is terminated by Executive for Good Reason Reason, then the Company shall: (i) pay Executive, to the Executive within two (2) business days following the date of termination, any unpaid portion of Executive’s termination his Base Salary and Auto Allowance through the date of termination, plus an additional 30 days from the date of termination, in lieu end of the required notification period, month during which such termination occurs plus credit for any vacation earned but not taken; and; (ii) pay to the Executive as severance pay an amount equal to six months of Executive’s annual Base Salary plus Auto Allowance in effect as of the date of termination, such payments to which amount shall be made paid in installments in accordance with the Company’s usual payroll periods for six months; (iii) maintain, at the twelve Company’s expense, in full force and effect, for the Executive’s continued benefit for six months, all Company medical insurance and reimbursement plans and other programs or arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation in any such plan or program is barred, the Company shall arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (12iv) months pay, for the benefit of Executive, all costs, up to a maximum of $10,000, related to Executive’s participation in a senior executive outplacement program at an outplacement firm. (c) In the event of Executive’s Disability, Executive acknowledges that his employment will be automatically terminated effective immediately following upon the determination of Disability; provided that, during the period of the disability prior to such termination of employment employment, Executive shall continue to receive all compensation and benefits as if he were actively employed less any sums received directly by the Executive, if any, under any policy or policies of disability income insurance purchased by the Company. In the event of such termination, Executive’s rights to receive any salary or payments under this AgreementAgreement shall terminate but Executive shall have the right to continue to receive any and all payments made by an insurance company under any and all policies of disability insurance purchased by the Company. Executive’s rights under any Company Benefit Plans will be those rights accorded to any terminated employee under the plan provisions and applicable law. Executive will remain entitled to receive any benefits under state disability or worker’s compensation laws. (d) If the Executive’s employment is terminated as a result of the Company deciding not to extend the term of the Agreement beyond the Initial Term or the first one-year extension, subject if there is an extension, then the Company shall: (i) pay the Executive his Base Salary through the end of the term; and (ii) pay, as severance pay, an amount equal to withholding three months of Executive’s annual Base Salary in effect as of the date of termination, which amount shall be paid in installments in accordance with the Company’s usual payroll practicesperiods for three months; and (iii) if Executive holds unvested restricted stock or unvested stock optionsmaintain, accelerate at the vesting of all of Company’s expense, in full force and effect, for the Executive’s stock continued benefit for six months, all Company medical insurance and reimbursement plans and other programs or stock options at and from arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that the Executive’s termination continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation in any such plan or program is barred, so that all restrictions on restricted stock the Company shall lapse immediately and all unvested stock options will vest immediatelyarrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) if Executive holds unexercised stock options on pay, for the date of termination, amend the options to permit all vested options, including those vested as a result of the preceding clause, to be exercised for two years from and after the date benefit of Executive, all costs, up to a maximum of $10,000, related to Executive’s terminationparticipation in a senior executive outplacement program at an outplacement firm. For clarity, the provisions of this paragraph 4(d) apply only to Executive’s first two one-year terms (or only to the Initial term if there is not a second term), and do not apply to any subsequent terms of employment, if there are any. (e) The Company will deduct and withhold all necessary Withholding Taxes from Executive’s benefits provided hereunder.