Common use of By Company Without Cause Clause in Contracts

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, Company may terminate Executive's employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically and without further notice, sixty (60) days after Company gives written notice to Executive of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date of the termination, Executive shall continue to receive all compensation and benefits provided in this Amended Agreement. (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery of the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after the effective date of termination, except as specifically described in sub-section "(b)", immediately above, and the attached Severance Agreement. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's ’s employment without cause by giving Cause (as defined below), effective immediately upon written notice (pursuant to ExecutiveSection 11 below) (such date of termination, the “Termination Date”). The termination shall occur and become effective, automatically and without further notice, sixty (60) days after If the Company gives written notice delivers to Executive of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's a notice of non-renewal upon the expiration of the Term as provided in Section 3 above, the expiration of the Term shall constitute a termination by the Company without Cause. In the event of such a termination and subject to the effective date other provisions of the terminationthis Agreement, Executive shall continue will be entitled to receive all compensation and benefits provided in this Amended Agreement.the following from the Company: (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery payment of the Severance Agreement to Company, within fifty-three all earned but unpaid compensation (53including accrued unpaid vacation) days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after through the effective date of termination, except payable on or before the Termination Date; (ii) reimbursement of expenses incurred on or before the Termination Date in accordance with Section 4(c), above; and (iii) continued payment for two years of his then current Base Salary rate (less necessary withholdings and authorized deductions) (the “Severance Payments”), payable in equal monthly installments over the two-year period following the Termination Date (the “Severance Period”). In addition, with respect to the Initial Grant, a pro-rata portion of the shares subject to the Initial Grant in which Executive would have become vested on the following anniversary of the Effective Date will become immediately vested and exercisable on the Termination Date; provided however, that if Executive’s Termination Date is within six (6) months of the Effective Date, 500,000 of the shares subject to the Initial Grant will immediately become vested and exercisable as specifically described of the Termination Date (either such amount, the “Equity Severance”). If Executive is terminated under circumstances in sub-section "which he becomes entitled to the Equity Severance, Executive will be permitted to exercise his vested options within three (b3) months after his Termination Date (the “QT Exercise Period”)"; provided however, immediately abovethat if Executive would be prevented from selling his shares during the QT Exercise Period due to law or applicable Patheon policy preventing the sale of shares (a “Blackout Period”) that occurs or is ongoing during the QT Exercise Period, the QT Exercise Period shall be extended to a date that is ten (10) days after the last day of the Blackout Period. The Severance Payments and the Equity Severance shall be referred to collectively as the “Severance Benefits”. Executive shall not receive the Severance Benefits unless Executive executes the release attached hereto as Schedule A (the “Release”), and the attached same becomes effective pursuant to its terms and is not revoked. In addition, Executive’s rights to the Severance AgreementBenefits are subject to Executive’s continued compliance with the provisions of Section 6 below. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's ’s employment and this Agreement, at any time, for any reason, without cause Cause. If Executive’s employment is terminated by giving written notice the Company without Cause and not in connection with a “Change of Control” as described in Section 6(a) below, the Company shall: (1) pay Executive (in a single lump-sum payment within thirty (30) days of the date of termination) any earned, but unpaid, Base Salary to which he is entitled through the date of termination; (2) pay Executive an amount equal to 100% of the Base Salary over the 12-month period immediately following the date of termination (such amount to be paid in equal installments on the Company’s regularly scheduled payroll dates), with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date the Executive’s employment terminates; (3) if Executive elects to continue his health coverage either pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or through an individual policy with any insurance carrier (not including health coverage obtained in connection with any new employment) following the termination of his employment (it being understood that, if Executive elects health coverage under COBRA such coverage may only continue for the maximum period permitted under COBRA or any applicable state law and thereafter health coverage must be received through an individual policy with an insurance carrier), pay Executive’s monthly premium for such coverage directly to the applicable insurance carrier (including any premium for coverage of Executive’s spouse) until the earliest of the date Executive attains age 65, or the date when Executive commences receiving substantially equivalent health insurance coverage in connection with new employment (it being understood that the Company’s obligation to Executive. The termination ’s spouse under this subsection (3) shall occur continue until she attains age 65 and become effectivethereafter the Company’s obligation to Executive’s spouse shall be as provided in subsection (4) below, automatically but in no event will the Company be obligated to provide any such benefit after the date when Executive commences receiving substantially equivalent health insurance coverage as provided for herein and without further noticebelow); provided, sixty (60) days after however, that if the foregoing arrangement subjects the Company gives written notice to tax or penalty, the Company shall, in its sole discretion, have the option to cease paying for such coverage and, in lieu thereof, pay the Executive of its intent a monthly amount equal to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date monthly amount it had been paying for such premiums for the remainder of the termination, Executive shall continue to receive all compensation and benefits period provided in this Amended Agreement.subsection (3); (b4) If Company terminates upon Executive's employment "without cause" ’s attainment of age 65, provided he becomes Medicare entitled, pay or reimburse Executive for the monthly premiums for Medicare Part B, Medicare Part D and a Medicare supplemental plan or, at Executive’s election, a Medicare Advantage plan (or any successor or replacement thereto should the funding for and delivery of benefits under Medicare materially change while this Section 7.3provision (or any similar provision in this Agreement) is in force) (collectively, together with any successor or replacement provisions, the “Medicare Premiums”) for the remainder of the lives of each of Executive and Executive’s spouse; provided, however, that the Company shall pay only be obligated to reimburse Executive for Medicare Premium payments to the extent that Executive has provided the Company with reasonable substantiation of Executive’s payment of such premiums and further provided that the benefit provided in this subsection (4) shall cease, or if has not yet commenced, shall cease to be available, at such time as Executive commences receiving substantially equivalent health insurance coverage in connection with new employment and further provided that if due to changes in applicable law the Company is not able to provide the benefits set forth in this subsection (4), the Company shall use its commercially reasonable efforts to provide Executive with benefits having a substantially similar value, as determined by the Company in its reasonable discretion, to the extent that it is practicable to do so; (5) continue to provide secretarial support to Executive certain compensation free of charge for the six-month period beginning on the date of termination; (6) cause such number of shares subject to any unvested stock options and benefits such number of shares of restricted stock, restricted stock units or other awards made under the Plan as would have vested over the one-year period beginning on the date of termination to vest as of the date of Executive’s termination; and ("Severance Package"7) for a pay Executive his annual incentive award, if any, to which he is entitled under the Incentive Plan based on actual performance (disregarding any requirement that he be employed through the end of the determination period or on the date the payment is made), pro-rated through the date of twelve (12) monthstermination, as more particularly described in, and subject to, which shall be paid at the same time bonuses are paid to active employees under the terms of the Severance AgreementIncentive Plan. After payment of the termination benefits described in this Section 5(c), the Company's ’s obligations under the attached Severance this Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery of the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's terminationwill cease. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after the effective date of termination, except as specifically described in sub-section "(b)", immediately above, and the attached Severance Agreement. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. On the date specified in a written notice from the Company terminating your employment Without Cause, or, in the event no date is specified in the notice, on the date on which the written notice is delivered to you. For purposes of this Restated Agreement, “Without Cause” shall mean any reason for the Company’s decision to terminate your employment other than by reason of your death, Disability or for Cause, as provided in subsections (a) Notwithstanding any other provision in through (c) above. In the Amended Agreement, Company may terminate Executive's employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically and without further notice, sixty (60) days after Company gives written notice to Executive of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date event of the terminationtermination of your employment Without Cause pursuant to this subsection (d), Executive shall continue to receive all compensation and benefits provided in this Amended Agreement. (b) If Company terminates Executive's employment "without cause" under this Section 7.3, the Company shall pay and provide to Executive certain compensation and benefits you following termination as severance pay ("the “Severance Package"Pay”) for the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) payable in equal installments at intervals coinciding with the Company’s normal payroll periods (the “Severance Pay Installments”) over a period of twelve Twenty-four (1224) months, as more particularly described in, and subject to, months commencing with the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery of the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until first such payroll period occurring after the effective date of Executive's such termination (the “Severance Period”). In such event, the Company shall also: (i) within thirty (30) days following the date of such termination Without Cause, pay you a cash lump sum equal to a pro rata Target Bonus for the year in which such termination Without Cause occurs in lieu of the annual cash bonus set out in Section 6, (ii) vest as described in Exhibit A, Attachment 2, the stock options granted to you under Section 9 above, (iii) within thirty (30) days following the date of such termination Without Cause, pay you a cash lump sum equal to any Retention Bonuses otherwise payable during the twenty-four (24) months following your termination. , and (civ) Executive shall not accrue provide “Healthcare Benefits Continuation” defined as follows: to the extent you and your eligible dependents had health insurance coverage through the Company’s employee benefit plans as of the date of such termination Without Cause, the Company will provide during the Severance Period continuation of health insurance coverage at Company’s cost, provided that such continuation may accomplished either by providing continuation coverage under COBRA or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, by another method or any combination of methods chosen by Company in its sole discretion. Anything herein to the contrary notwithstanding, it is provided that: (x) such coverage may be modified from time to time for all of the Company’s senior management by the Company in its sole discretion to the extent permitted by law, (y) if you become eligible for other compensation or benefits (employment related or otherwise)group health insurance coverage from a new employer, after to the effective date extent coverage is continued under COBRA, any Company payments for COBRA continuation coverage shall cease prior to the end of terminationthe Severance Period, except as specifically described in sub-section "(b)"and, immediately aboveto the extent coverage is continued by another method, such coverage shall cease prior to the end of the Severance Period, and (z) such coverage provided during the attached Severance AgreementPeriod, by whatever method provided, shall be included in (and not in addition to) the continuation period under COBRA to the extent permitted by law. It is further provided that if, during the Severance Period, you become reemployed by Company or any of its affiliates, then the Severance Pay and Healthcare Benefits Continuation shall cease. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's ’s employment without cause by giving Cause (as defined below), effective immediately upon written notice (pursuant to ExecutiveSection 11 below) (such date of termination, the “Termination Date”). The termination shall occur and become effective, automatically and without further notice, sixty (60) days after If the Company gives written notice delivers to Executive of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's a notice of non-renewal upon the expiration of the Term as provided in Section 3 above, the expiration of the Term shall constitute a termination by the Company without Cause. In the event of such a termination and subject to the effective date other provisions of the terminationthis Agreement, Executive shall continue will be entitled to receive all compensation and benefits provided in this Amended Agreement.the following from the Company: (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery payment of the Severance Agreement to Company, within fifty-three all earned but unpaid compensation (53including accrued unpaid vacation) days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after through the effective date of termination, except payable on or before the Termination Date; (ii) reimbursement of expenses incurred on or before the Termination Date in accordance with Section 4(c), above; and (iii) continued payment for two years of his then current Base Salary rate (less necessary withholdings and authorized deductions) (the “Severance Payments”), payable in equal monthly installments over the two-year period following the Termination Date (the “Severance Period”). In addition, with respect to the Initial Grant, a pro-rata portion of the shares subject to the Initial Grant in which Executive would have become vested on the following anniversary of the Effective Date will become immediately vested and exercisable on the Termination Date; provided however, that if Executive’s Termination Date is within six (6) months of the Effective Date, 500,000 of the shares subject to the Initial Grant will immediately become vested and exercisable as specifically described of the Termination Date (either such amount, the “Equity Severance”). If Executive is terminated under circumstances in sub-section "which he becomes entitled to the Equity Severance, Executive will be permitted to exercise his vested options within three (b3) months after his Termination Date (the “QT Exercise Period”)"; provided however, immediately abovethat if Executive would be prevented from selling his shares during the QT Exercise Period due to law or applicable Company policy preventing the sale of shares (a “Blackout Period”) that occurs or is ongoing during the QT Exercise Period, the QT Exercise Period shall be extended to a date that is ten (10) days after the last day of the Blackout Period. The Severance Payments and the Equity Severance shall be referred to collectively as the “Severance Benefits”. Executive shall not receive the Severance Benefits unless Executive executes the release attached hereto as Schedule A (the “Release”), and the attached same becomes effective pursuant to its terms and is not revoked. In addition, Executive’s rights to the Severance AgreementBenefits are subject to Executive’s continued compliance with the provisions of Section 6 below. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, Company may terminate Executive's employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically and without further notice, sixty (60) days after Company gives written notice to Executive of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date of the termination, Executive shall continue to receive all compensation and benefits provided in this Amended Agreement. (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve eighteen (1218) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery of the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after the effective date of termination, except as specifically described in sub-section "(b)", immediately above, and the attached Severance Agreement. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically and without further notice, Cause (as defined in this Agreement) effective on sixty (60) days after Company gives days' written notice notice. In such event and subject to Executive the other provisions of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date of the terminationAgreement, Executive shall continue to receive all compensation and benefits provided in this Amended Agreement.will be entitled to: (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executivecontinued coverage under the Company's timely execution and delivery of benefit plans through the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive written notice of the effective date of termination and, additionally date; (ii) the expiration payment of seven all earned but unpaid compensation (7including accrued unpaid vacation) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after through the effective date of termination, except payable on or before the termination date; (iii) reimbursement of any monies advanced or incurred by Executive in connection with his Employment for reasonable and necessary Company-related business expenses incurred on or before the termination date; (iv) payment of the equivalent of the Base Salary Executive would have earned over the next 12 months (less required withholdings and authorized deductions) at his then current Base Salary rate, with 50% of said amount payable in a lump sum on the first business day after six (6) months from the termination date and the remaining 50% payable in six (6) equal monthly installments starting on the first business day after seven (7) months from the termination date (the "Severance Payment"); (v) at Executive's option, reimbursement of insurance premiums payable to continue his group health coverage pursuant to the provisions of COBRA for the first twelve (12) months following the termination date; and (vi) The number of outstanding unvested stock options and restricted stock previously granted to Executive that would have vested over the twelve (12) month period after such termination as specifically described in sub-section if Executive remained employed by the Company shall vest upon such termination ("Accelerated Vesting"). Executive shall not receive the payments and benefits under subsections (biv)-(vi)", immediately above, unless he signs the severance agreement and general release document attached as Exhibit C. In addition, if Executive accepts other employment within twelve (12) months of the attached termination date, the Company's obligation to pay any unpaid portion of the Severance AgreementPayment and premiums for continuation of group health insurance coverage will be extinguished as of the date the employment offer is accepted by Executive. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically Cause (as defined in this Agreement) at any time and without further prior notice, sixty (60) days after Company gives written notice to Executive of its intent to terminate Executive's employment without causeor otherwise. During this sixty (60) interval between Company's notice of termination and In the effective date of event the termination, Executive shall continue to receive all compensation and benefits provided in this Amended Agreement. (b) If Company terminates Executive's employment "without cause" under for other than Cause, Incapacity (as defined in this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package"Agreement) for a period of twelve (12) months, as more particularly described inor death, and subject to the other provisions of this Agreement, Executive will be entitled to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: : (i) Executive's timely execution continued coverage under the Company’s insurance benefit plans through the termination date and delivery of such other benefits to which she may be entitled pursuant to the Severance Agreement to Company, within fifty-three ’s benefit plans (53) days after Company gives Executive written notice of the effective date of termination and, additionally other than any severance plan); (ii) the expiration payment of seven all earned but unpaid compensation (7including accrued unpaid vacation) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after through the effective date of termination, except as specifically described payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in sub-section "accordance with Section 4(e), above; plus (iv) payment of the equivalent of the Base Salary she would have earned over the next eighteen (18) months following the termination date (less necessary withholdings and authorized deductions) at her then current Base Salary rate (the “Severance Payment”), payable, at the option of the Board, in (a) equal monthly installments over the eighteen (18) months following the termination date (the “Severance Period”), or (b)") in a lump sum, immediately abovesubject in either case to Section 16, below; and (v) at Executive’s option, reimbursement of insurance premiums payable to retain group health coverage as of the termination date for herselfand her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for 18 (18) months. The payments and benefits set forth in Sections 5(a)(i)-(iii) shall be referred to as the “Accrued Benefits”, and the payments and benefits set forth in Sections 5(a)(iv)-(v) shall be referred to as the “Severance Benefits”. Executive shall not receive the Severance Benefits unless Executive executes the separation agreement and general release attached Severance Agreement. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefitsas Exhibit A, and vested stock optionsthe same becomes effective pursuant to its terms. In addition, through and upon if Executive accepts other employment within the effective Severance Period, the Company’s obligation under Section 5(a)(v) above will be extinguished as of the date Executive becomes covered under the group health plan of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNEDExecutive’s new employer.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's ’s employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically and without further notice, Cause (as defined below) effective on sixty (60) days after Company gives days’ written notice, during which notice period Executive may be relieved of his duties and placed on paid terminal leave. In such event and subject to Executive the other provisions of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date of the terminationAgreement, Executive shall continue to receive all compensation and benefits provided in this Amended Agreement.will be entitled to: (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution continued coverage under the Company’s insurance benefit plans through the termination date and delivery of such other benefits to which he may be entitled pursuant to the Severance Agreement to Company, within fifty-three ’s benefit plans (53) days after Company gives Executive written notice of the effective date of termination and, additionally other than any severance plan); (ii) the expiration payment of seven all earned but unpaid compensation (7including accrued unpaid vacation) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after through the effective date of termination, except payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(h), above; plus (iv) payment of the equivalent of the Base Salary he would have earned over the next twelve (12) months following the termination date (less necessary withholdings and authorized deductions) at his then current Base Salary rate (the “Severance Payment”), payable in equal monthly installments over the twelve (12) months following the termination date (the “Severance Period”), subject to Section 16, below; (v) at Executive’s option, reimbursement of insurance premiums payable to retain group health coverage as specifically described of the termination date for himself and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for twelve (12) months; and (vi) the number of outstanding unvested stock options and shares of restricted stock granted to Executive pursuant to Sections 4(c), (d) and (e) that would have vested in sub-section "each month over the twelve (b)", immediately above12) month period after the termination date shall vest in each such month. The payments and benefits set forth in Sections 5(a)(i)-(iii) shall be referred to as the “Accrued Benefits”, and the payments and benefits set forth in Sections 5(a)(iv)-(vi) shall be referred to as the “Severance Benefits”. Executive shall not receive the Severance Benefits unless Executive executes the separation agreement and general release attached Severance Agreement. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefitsas Exhibit C, and vested stock optionsthe same becomes effective pursuant to its terms. In addition, through and upon if Executive accepts other employment within the effective Severance Period, the Company’s obligation under Section 5(a)(v) above will be extinguished as of the date Executive becomes covered under the group health plan of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNEDExecutive’s new employer.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's ’s employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically and without further notice, Cause (as defined in this Agreement) effective on sixty (60) days after Company gives days’ written notice notice. In such event and subject to Executive the other provisions of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date of the terminationAgreement, Executive shall continue to receive all compensation and benefits provided in this Amended Agreement.will be entitled to: (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery of continued coverage under the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive written notice of ’s benefit plans through the effective date of termination and, additionally date; (ii) the expiration payment of seven all earned but unpaid compensation (7including accrued unpaid vacation) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after through the effective date of termination, except payable on or before the termination date; (iii) reimbursement of any monies advanced or incurred by Executive in connection with his Employment for reasonable and necessary Company-related business expenses incurred on or before the termination date; (iv) payment of the equivalent of the Base Salary Executive would have earned over the next 12 months (less necessary withholdings and authorized deductions) at his then current Base Salary rate (“Severance Payment”), payable in six (6) equal monthly installments starting on the first business day after six (6) months from the termination date (“Severance Period”); (v) at Executive’s option, reimbursement of insurance premiums payable to continue his group health coverage pursuant to the provisions of COBRA for the first twelve (12) months following the termination date; and (vi) The number of outstanding unvested stock options and restricted stock previously granted to Executive that would have vested over the twelve (12) month period after such termination as specifically described in sub-section "if Executive remained employed by the Company shall vest upon such termination (b“Accelerated Vesting”)". Executive shall not receive the payments and benefits under subsections (iv)-(vi), immediately above, unless he signs the severance agreement and general release document attached as Exhibit C. In addition, if Executive accepts other employment within twelve (12) months of the attached termination date, the Company’s obligation to pay any unpaid portion of the Severance AgreementPayment and premiums for continuation of group health insurance coverage will be extinguished as of the date the employment offer is accepted by Executive. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's ’s employment and this Agreement, at any time, for any reason, without cause Cause. If Executive’s employment is terminated by giving written notice to Executive. The termination shall occur the Company without Cause and become effectivenot in connection with a “Change of Control” as described in Section 6(a) below, automatically and without further notice, sixty the Company shall: (601) pay Executive (in a single lump-sum payment within thirty (30) days after Company gives written notice of the date of termination) any earned, but unpaid, Base Salary to which he is entitled through the date of termination; (2) pay Executive an amount equal to 100% of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice the Base Salary over the 12-month period immediately following the date of termination (such amount to be paid in equal installments on the Company’s regularly scheduled payroll dates), with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the effective Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date the Executive’s employment terminates; (a) provided Executive is Medicare entitled, pay or reimburse Executive for the monthly premiums for Medicare Part B, Medicare Part D and a Medicare supplemental plan or, at Executive’s election, a Medicare Advantage plan (or any successor or replacement thereto should the funding for and delivery of benefits under Medicare materially change while this provision (or any similar provision in this Agreement) is in force) (collectively, together with any successor or replacement provisions, the “Medicare Premiums”) for the remainder of the terminationlives of each of Executive and Executive’s spouse (regardless of whether Executive or his spouse predecease the other); provided, however, that the Company shall only be obligated to reimburse Executive shall continue for Medicare Premium payments to receive all compensation the extent that Executive has provided the Company with reasonable substantiation of Executive’s payment of such premiums and benefits further provided that the benefit provided in this Amended Agreementsubsection (3) shall cease, or if has not yet commenced, shall cease to be available, at such time as Executive commences receiving substantially equivalent health insurance coverage in connection with new employment and further provided that if due to changes in applicable law the Company is not able to provide the benefits set forth in this subsection (3), the Company shall use its commercially reasonable efforts to provide Executive and Executive’s spouse with benefits having a substantially similar value, as determined by the Company in its reasonable discretion, to the extent that it is practicable to do so. (b) If Company terminates if, at the time of Executive's ’s termination of employment, Executive’s spouse is not Medicare entitled, if Executive’s spouse elects to continue her health coverage either pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or through an individual policy with any insurance carrier following the termination of Executive’s employment "without cause" (it being understood that, if Executive’s spouse elects health coverage under this Section 7.3COBRA such coverage may only continue for the maximum period permitted under COBRA or any applicable state law and thereafter, if Executive’s spouse is not Medicare-eligible, health coverage must be received through an individual policy with an insurance carrier), the Company shall pay the monthly premium for such coverage directly to the applicable insurance carrier until the earlier of the date Executive’s spouse attains age 65 or otherwise becomes Medicare-eligible and thereafter Executive’s spouse shall be entitled to the benefits set forth in subsection (3)(a) above; it being understood that in no event will the Company be obligated to provide any benefit under this subsection (3)(b) after the date when Executive commences receiving substantially equivalent health insurance coverage as provided for herein and further that if the foregoing arrangement subjects the Company to tax or penalty, the Company shall, in its sole discretion, have the option to cease paying for such coverage and, in lieu thereof, pay Executive a monthly amount equal to the monthly amount it had been paying for such premiums for the remainder of the period provided in this subsection (3)(b); (4) continue to provide secretarial support to Executive certain compensation free of charge for the six-month period beginning on the date of termination; (5) cause such number of shares subject to any unvested stock options and benefits such number of shares of restricted stock, restricted stock units or other awards made under the Plan as would have vested over the one-year period beginning on the date of termination to vest as of the date of Executive’s termination; and ("Severance Package"6) for a pay Executive his annual incentive award, if any, to which he is entitled under the Incentive Plan based on actual performance (disregarding any requirement that he be employed through the end of the determination period or on the date the payment is made), pro-rated through the date of twelve (12) monthstermination, as more particularly described in, and subject to, which shall be paid at the same time bonuses are paid to active employees under the terms of the Severance AgreementIncentive Plan. After payment of the termination benefits described in this Section 5(c), the Company's ’s obligations under the attached Severance this Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution and delivery of the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive written notice of the effective date of termination and, additionally (ii) the expiration of seven (7) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's terminationwill cease. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after the effective date of termination, except as specifically described in sub-section "(b)", immediately above, and the attached Severance Agreement. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNED.

By Company Without Cause. (a) Notwithstanding any other provision in the Amended Agreement, The Company may terminate Executive's ’s employment without cause by giving written notice to Executive. The termination shall occur and become effective, automatically and without further notice, Cause (as defined below) effective on sixty (60) days after Company gives days’ written notice, during which notice period Executive may be relieved of his duties and placed on paid terminal leave. In such event and subject to Executive the other provisions of its intent to terminate Executive's employment without cause. During this sixty (60) interval between Company's notice of termination and the effective date of the terminationAgreement, Executive shall continue to receive all compensation and benefits provided in this Amended Agreement.will be entitled to: (b) If Company terminates Executive's employment "without cause" under this Section 7.3, Company shall pay and provide to Executive certain compensation and benefits ("Severance Package") for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the attached Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) Executive's timely execution continued coverage under the Company’s insurance benefit plans through the termination date and delivery of such other benefits to which he may be entitled pursuant to the Severance Agreement to Company, within fifty-three ’s benefit plans (53) days after Company gives Executive written notice of the effective date of termination and, additionally other than any severance plan); (ii) the expiration payment of seven all earned but unpaid compensation (7including accrued unpaid vacation) days, after delivery of the executed Severance Agreement, without Executive having revoked his acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Severance Agreement (i) while Company is still paying compensation and providing benefits under the terms of this Amended Agreement, or (ii) until after the effective date of Executive's termination. (c) Executive shall not accrue or be entitled to additional "Paid Time Off," vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other compensation or benefits (employment related or otherwise), after through the effective date of termination, except payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(i), above; plus (iv) payment of the equivalent of the Base Salary he would have earned over the next twelve (12) months following the termination date (less necessary withholdings and authorized deductions) at his then current Base Salary rate (the “Severance Payment”), payable in equal monthly installments over the twelve (12) months following the termination date (the “Severance Period”), subject to Section 16, below; (v) at Executive’s option, reimbursement of insurance premiums payable to retain group health coverage as specifically described of the termination date for himself and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for twelve (12) months; and (vi) the number of outstanding unvested stock options and shares of restricted stock granted to Executive pursuant to Sections 4(d), (e) and (f) that would have vested in sub-section "each month over the twelve (b)", immediately above12) month period after the termination date shall vest in each such month. The payments and benefits set forth in Sections 5(a)(i)-(iii) shall be referred to as the “Accrued Benefits”, and the payments and benefits set forth in Sections 5(a)(iv)-(vi) shall be referred to as the “Severance Benefits”. Executive shall not receive the Severance Benefits unless Executive executes the separation agreement and general release attached Severance Agreement. (d) Company shall pay and deliver to Executive all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefitsas Exhibit C, and vested stock optionsthe same becomes effective pursuant to its terms. In addition, through and upon if Executive accepts other employment within the effective Severance Period, the Company’s obligation under Section 5(a)(v) above will be extinguished as of the date Executive becomes covered under the group health plan of termination, IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS SIGNEDExecutive’s new employer.