Common use of By Employer Not For Cause Clause in Contracts

By Employer Not For Cause. At any time, Employer may terminate the Period of Employment Not for Cause for any reason, by providing Employee ten (10) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six months of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, in a single lump sum on the termination date. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 months, or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRA. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit Employee's stock options, if any, to continue to vest for 6 months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth in this subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this Agreement shall cease. Employer may dismiss Employee without cause notwithstanding anything to the contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees.

By Employer Not For Cause. (1) At any time, Employer IH may terminate the Period of Employment Not for Executive without Cause for any reason(as defined below), by providing Employee ten (10) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six months effective as of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, specified in a single lump sum on the termination datewritten notice from IH to Executive. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 months, IH may discipline Executive with or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRAwithout Cause and with or without prior notice. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit Employee's stock options, if any, to continue to vest for 6 months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control IH may discipline or dismiss Executive as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth provided in this subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this Agreement shall cease. Employer may dismiss Employee without cause Section 4 notwithstanding anything to the contrary contained in or arising from any statements, policies, policies or practices of Employer IH relating to the employment, discipline, discipline or termination of its employees. If Executive’s employment with IH is terminated by IH without Cause, Executive shall be entitled to receive all Base Salary through the date of termination and any accrued and unpaid Bonus for any fiscal year of IH which ended prior to the date of termination, subject to withholding deductions and any other amounts IH is required to withhold or deduct by applicable law. In addition, Executive shall be entitled to the following severance payments (the “Severance Package”): (A) a portion of the Bonus that would accrue at the end of the calendar year of IH in which such termination occurs, determined pro rata by the percentage of the year worked (the percentage represented by the number of full months employed in the current year divided by twelve) multiplied by the amount of Bonus determined as provided in Section 3(b) at the end of the calendar year in which such termination occurs; (B) equal monthly installments of his Base Salary, payable in accordance with normal payroll practices, commencing on the date of termination for a period of six (6) months thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the Severance Period), whichever first occurs (the “Severance Period”); (C) the continuation of health benefits, to the extent that the same are available under policies held by the Company, during the Severance Period; and (D) reimbursement of outstanding business related expenses through date of termination. (2) Provided that if IH shall pay to Executive the Severance Package at the times and to the extent as herein provided, Executive agrees that he will provide, from such location or locations and times as Executive may select, up to 10 hours of consulting services per month to IH for a period of twelve (12) months after the date of termination (the “Consulting Period”). Executive agrees that, during the Consulting Period, he will not, without the prior consent of IH, directly or indirectly, have an interest in, be employed by, or be connected with, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is in competition with the business of IH in any jurisdiction identified in Exhibit B attached hereto; provided, however, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers,

By Employer Not For Cause. (1) At any time, Employer IH may terminate the Period of Employment Not for Executive without Cause for any reason(as defined below), by providing Employee ten (10) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six months effective as of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, specified in a single lump sum on the termination datewritten notice from IH to Executive. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 months, IH may discipline Executive with or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRAwithout Cause and with or without prior notice. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit Employee's stock options, if any, to continue to vest for 6 months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control IH may discipline or dismiss Executive as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth provided in this subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this Agreement shall cease. Employer may dismiss Employee without cause Section 4 notwithstanding anything to the contrary contained in or arising from any statements, policies, policies or practices of Employer IH relating to the employment, discipline, discipline or termination of its employees. If Executive’s employment with IH is terminated by IH without Cause, Executive shall be entitled to receive all Base Salary through the date of termination and any accrued and unpaid Bonus for any fiscal year of IH which ended prior to the date of termination, subject to withholding deductions and any other amounts IH is required to withhold or deduct by applicable law. In addition, Executive shall be entitled to the following severance payments (the “Severance Package”): (A) a portion of the Bonus that would accrue at the end of the fiscal year of IH in which such termination occurs, determined pro rata by the percentage of the year worked (the percentage represented by the number of full months employed in the current year divided by twelve) multiplied by the amount of Bonus determined as provided in Section 3(b) at the end of the fiscal year in which such termination occurs (based upon IH’s actual performance and applicable Performance Targets for the entire fiscal year in which such termination occurs); (B) equal monthly installments of his Base Salary, payable in accordance with normal payroll practices, commencing on the date of termination for a period of eight (8) months thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the Severance Period), whichever first occurs (the “Severance Period”); (C) the continuation of health benefits, to the extent that the same are available under policies held by the Company, during the Severance Period; and (D) reimbursement of outstanding business related expenses through date of termination. (2) Provided that if IH shall pay to Executive the Severance Package at the times and to the extent as herein provided, Executive agrees that he will provide, from such location or locations and times as Executive may select, up to 10 hours of consulting services per month to IH for a period of twenty-four (24) months after the date of termination (the “Consulting Period”). Executive agrees that, during the Consulting Period, he will not, without the prior consent of IH, directly or indirectly, have an interest in, be employed by, or be connected with, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is in competition with the business of IH in any jurisdiction identified in Exhibit B attached hereto; provided, however, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc. Notwithstanding anything herein to the contrary, this Section 4(a)(2) shall be governed by the law of the jurisdiction in which the alleged prohibited activity occurred. For the avoidance of doubt, the parties acknowledge that the applicability of the immediately preceding sentence may result in the application of a different law for each jurisdiction in which the alleged violations of this Section 4(a)(2) occurred. (3) IH shall not be obligated to pay any termination payments under Section 4(a) above if Executive breaches the provisions of this Section 4 or Sections 5, 6 or 7 below.

By Employer Not For Cause. At any time, the Employer may terminate the Period of Employment Not for Cause for any reason, by providing Employee ten (10) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six twelve (12) months of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 12 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, in a single lump sum on the termination date. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 12 months, or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRA. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit period. Employee's stock options, if any, to options will continue to vest for 6 twelve (12) months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth in this the subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this the Agreement shall cease. Employer may dismiss Employee without cause notwithstanding anything to the contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees.

By Employer Not For Cause. (1) At any time, Employer IH may terminate the Period of Employment Not for Executive without Cause for any reason(as defined below), by providing Employee ten (10) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six months effective as of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, specified in a single lump sum on the termination datewritten notice from IH to Executive. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 months, IH may discipline Executive with or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRAwithout Cause and with or without prior notice. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit Employee's stock options, if any, to continue to vest for 6 months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control IH may discipline or dismiss Executive as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth provided in this subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this Agreement shall cease. Employer may dismiss Employee without cause Section 4 notwithstanding anything to the contrary contained in or arising from any statements, policies, policies or practices of Employer IH relating to the employment, discipline, discipline or termination of its employees. If Executive’s employment with IH is terminated by IH without Cause, Executive shall be entitled to receive all Base Salary through the date of termination and any accrued and unpaid Bonus for any fiscal year of IH which ended prior to the date of termination, subject to withholding deductions and any other amounts IH is required to withhold or deduct by applicable law. In addition, Executive shall be entitled to the following severance payments (the “Severance Package”): (A) a portion of the Bonus that would accrue at the end of the fiscal year of IH in which such termination occurs, determined pro rata by the percentage of the year worked (the percentage represented by the number of full months employed in the current year divided by twelve) multiplied by the amount of Bonus determined as provided in Section 3(b) at the end of the fiscal year in which such termination occurs (based upon IH’s actual performance and applicable Performance Targets for the entire fiscal year in which such termination occurs); (B) equal monthly installments of his Base Salary, payable in accordance with normal payroll practices, commencing on the date of termination for a period of twelve (12) months thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the Severance Period), whichever first occurs (the “Severance Period”); (C) the continuation of health benefits, to the extent that the same are available under policies held by the Company, during the Severance Period; and (D) reimbursement of outstanding business related expenses through date of termination. (2) Provided that if IH shall pay to Executive the Severance Package at the times and to the extent as herein provided, Executive agrees that he will provide, from such location or locations and times as Executive may select, up to 10 hours of consulting services per month to IH for a period of twenty-four (24) months after the date of termination (the “Consulting Period”). Executive agrees that, during the Consulting Period, he will not, without the prior consent of IH, directly or indirectly, have an interest in, be employed by, or be connected with, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is in competition with the business of IH in any jurisdiction identified in Exhibit B attached hereto; provided, however, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc. Notwithstanding anything herein to the contrary, this Section 4(a)(2) shall be governed by the law of the jurisdiction in which the alleged prohibited activity occurred. For the avoidance of doubt, the parties acknowledge that the applicability of the immediately preceding sentence may result in the application of a different law for each jurisdiction in which the alleged violations of this Section 4(a)(2) occurred. (3) IH shall not be obligated to pay any termination payments under Section 4(a) above if Executive breaches the provisions of this Section 4 or Sections 5, 6 or 7 below.

By Employer Not For Cause. At any time, the Employer may terminate the Period of Employment Not for Cause for any reason, by providing Employee ten (10) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six twelve (12) months of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 12 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, in a single lump sum on the termination date. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 12 months, or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRA. Employer shall also pay when due due, any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit period. Employee's stock options, if any, to options will continue to vest for 6 six (6) months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth in this the subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this the Agreement shall cease. Employer may dismiss Employee without cause notwithstanding anything to the contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees.

By Employer Not For Cause. At any time, Employer may terminate the Period of Employment Not for Executive without Cause for any reason, (as defined below) by providing Employee ten Executive thirty (1030) days' ’ advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six months of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, in a single lump sum on the termination date. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 months, or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRA. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit Employee's stock options, if any, to continue to vest for 6 months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth in this subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment Executive at any time prior to the end of such notice period. In the event of a termination pursuant to this Section 4(c), provided Employer pays Employee shall pay Executive all compensation due and owing through the last day actually worked plus worked, including but not limited to payment for any accrued but unused vacation time, vested benefits under any employee benefit plan and unreimbursed expenses due to Executive. In addition, Employer shall (i) pay employee an amount amount, in equal installments for a period of one (1) year after termination of the Period of Employment and pursuant to Employer’s standard payroll policies and practices, equal to the one and one-half (1 1/2) times Executive’s annual base salary Employee at the time of the termination of his employment plus one and one-half (1 1/2) times his target annual bonus in effect at the time of the termination, (ii) pay Executive’s COBRA premiums, if COBRA is properly elected, for a period of one (1) year after termination of the Period of Employment, for a period of one (1) year after termination of the Period of Employment, and (iii) the restricted stock subject to the Award Agreement, to the extent not previously exercised, shall automatically and immediately vest with respect to the greater of (x) the number of shares, if any, that would have earned through the balance vested if Executive continued service to Employer for a period of one (1) year after termination of the above notice period in addition Period of Employment, or (y) two thirds (2/3) of the aggregate number of shares subject to the severance benefits described above; thereaftersuch award. Thereafter, all of Employer's ’s obligations under this Agreement shall cease. Employer may discipline, demote, or dismiss Employee without cause Executive as provided in and subject to this Section 4 notwithstanding anything to the contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. Employer and Executive each agree that (A) the receipt of any post-termination benefits or other payments under this Section 4(c) or Section 4(f) hereof, except those required by law, shall be contingent upon and subject to Executive and Employer executing and delivering to one another a mutual general release of claims, in a form reasonably satisfactory to each party hereto, which is not revoked by Executive or Employer, and (B) they will negotiate in good faith with the other party hereto the terms of such release as soon as reasonably practicable following Executive’s termination of employment.

By Employer Not For Cause. (1) At any time, Employer IH may terminate the Period of Employment Not for Executive without Cause for any reason(as defined below), by providing Employee ten (10) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six months effective as of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, specified in a single lump sum on the termination datewritten notice from IH to Executive. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 months, IH may discipline Executive with or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRAwithout Cause and with or without prior notice. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit Employee's stock options, if any, to continue to vest for 6 months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control IH may discipline or dismiss Executive as defined in subparagraph 4(f), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv) rather than the severance benefits set forth provided in this subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this Agreement shall cease. Employer may dismiss Employee without cause Section 4 notwithstanding anything to the contrary contained in or arising from any statements, policies, policies or practices of Employer IH relating to the employment, discipline, discipline or termination of its employees. If Executive’s employment with IH is terminated by IH without Cause, Executive shall be entitled to receive all Base Salary through the date of termination and any accrued and unpaid Bonus for any fiscal year of IH which ended prior to the date of termination, subject to withholding deductions and any other amounts IH is required to withhold or deduct by applicable law. In addition, Executive shall be entitled to the following severance payments (the “Severance Package”): (A) a portion of the Bonus that would accrue at the end of the calendar year of IH in which such termination occurs, determined pro rata by the percentage of the year worked (the percentage represented by the number of full months employed in the current year divided by twelve) multiplied by the amount of Bonus determined as provided in Section 3(b) at the end of the calendar year in which such termination occurs; (B) equal monthly installments of his Base Salary, payable in accordance with normal payroll practices, commencing on the date of termination for a period of twenty-four (24) months thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the Severance Period), whichever first occurs (the “Severance Period”); (C) the continuation of health benefits, to the extent that the same are available under policies held by the Company, during the Severance Period; and (D) reimbursement of outstanding business related expenses through date of termination. (2) Provided that if IH shall pay to Executive the Severance Package at the times and to the extent as herein provided, Executive agrees that he will provide, from such location or locations and times as Executive may select, up to 10 hours of consulting services per month to IH for a period of thirty-six (36) months after the date of termination (the “Consulting Period”). Executive agrees that, during the Consulting Period, he will not, without the prior consent of IH, directly or indirectly, have an interest in, be employed by, or be connected with, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is in competition with the business of IH in any jurisdiction identified in Exhibit B attached hereto; provided, however, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc. Notwithstanding anything herein to the contrary, this Section 4(a)(2) shall be governed by the law of the jurisdiction in which the alleged prohibited activity occurred. For the avoidance of doubt, the parties acknowledge that the applicability of the immediately preceding sentence may result in the application of a different law for each jurisdiction in which the alleged violations of this Section 4(a)(2) occurred. (3) IH shall not be obligated to pay any termination payments under Section 4(a) above if Executive breaches the provisions of this Section 4 or Sections 5, 6 or 7 below.

By Employer Not For Cause. At any timetime following the Initial Term, Employer may terminate the Period of Employment Not for Cause for any reason, by providing Employee ten thirty (1030) days' advance written notice, provided that Employee shall be paid, in addition to all compensation due and owing through the last day actually worked, severance in an amount equal to six twelve (12) months of the Employee's then current base salary. Such severance shall be paid by Employer to Employee in 6 12 equal monthly installments, commencing one month from the date of termination, or, at Employer's discretion, in a single lump sum on the termination date. Employer shall also pay the Employer's share of health insurance premiums for a period of up to 6 12 months, or until Employee is eligible to participate in another employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRA. Employer shall also pay when due any incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period and will permit Employee's stock options, if any, to continue to vest for 6 months following the termination date. If Employer terminates the Period of Employment Not for Cause within eighteen (18) months following a Change of Control as defined in subparagraph 4(f4(g), Employee shall receive the severance benefits set forth in subparagraph 4(f)(i)-(iv4(g)(i)-(iv) rather than the severance benefits set forth in this the subparagraph 4(c). Employer shall have the option, in its complete discretion, to terminate the Period of Employment at any time prior to the end of such notice period, provided Employer pays Employee all compensation due and owing through the last day actually worked plus an amount equal to the base salary Employee would have earned through the balance of the above notice period in addition to the severance benefits described above; thereafter, all of Employer's obligations under this the Agreement shall cease. Employer may dismiss Employee without cause notwithstanding anything to the contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees.