Common use of By the Company other than for Cause Where There Has Been No Change in Control Clause in Contracts

By the Company other than for Cause Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination and provided that the Executive satisfies the conditions set forth in Section 4(i)(i) and as otherwise provided herein, then, in addition to Final Compensation, the Executive, as compensation for him satisfying those conditions, shall be entitled to earn the following (in the aggregate, “Non-Change in Control Post-Employment Compensation”): (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, spans two taxable years, the payment shall occur in the second taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(i) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(i) hereof at any time during the six-month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, spans two taxable years, the payment shall occur in the second taxable year), but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the Executive additional compensation equal to six months’ Base Salary in effect for the Termination Year, in a lump sum, on the tenth business day following the expiration of the period of six months immediately following the Date of Termination, provided that Executive was eligible to earn Non-Change in Control Post-Employment Compensation in accordance with this Agreement and has fulfilled all of the conditions set forth in Section 4(i) hereof (which include without limitation the referenced obligations under Sections 6 and 7 hereof) during such six month period. (iv) If the Executive satisfies the Release of Claims requirement in Section 4(i)(i), then the Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in Section 4(i) hereof, (B) the expiration of twelve (12) months following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (v) All of Executive’s outstanding unvested awards shall vest and, if the awards require exercise, be exercisable for a period of three (3) months following termination of employment, and all of the remaining undelivered shares shall be delivered for such awards that are of stock units, including restricted stock units.

By the Company other than for Cause Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination and provided that the Executive satisfies the conditions set forth in Section 4(i)(i) and as otherwise provided herein, then, in addition to Final Compensation, the Executive, as compensation for him satisfying those conditions, shall be entitled to earn the following (in the aggregate, “Non-Change in Control Post-Employment Compensation”):), provided (A) that he confirms by notice to the Company on the Date of Termination or within ten (10) business days thereafter his intention to earn Post-Employment Compensation; (B) that he gives notice to the Company, should he elect to cease complying with the elective conditions set forth in Section 4(h) hereof, specifying the date he shall cease such compliance; and (C) that he fully complies with all obligations referenced in Section 4(h), including the elective conditions set forth in clauses (i) through (iv) and those non-elective obligations set forth in Sections 6 and 7 hereof, from the Date of Termination until the date specified in notice given in accordance with clause B hereof or, if no such notice is given, the expiration of the period of six (6) months immediately following the Date of Termination. (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, spans two taxable years, the payment shall occur in the second taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(i) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(i) hereof at any time during the six-month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, spans two taxable years, the payment shall occur in the second taxable year), but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the Executive additional compensation equal to six thirty months’ Base Salary in effect for the Termination Year, in a lump sum, on the tenth business day following the expiration of the period of six months immediately following the Date of Termination, provided that Executive was eligible to earn Non-Change in Control Post-Employment Compensation in accordance with this Agreement and has fulfilled all of the conditions set forth in Section 4(i) hereof (which include without limitation the referenced obligations under Sections 6 and 7 hereof) during such six month period. (iv) If the Executive satisfies the Release of Claims requirement in Section 4(i)(i), then the Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in Section 4(i) hereof, (B) the expiration of twelve (12) twenty-four months following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (v) All of Executive’s outstanding unvested awards shall vest and, if the awards require exercise, be exercisable for a period of three (3) months following termination of employment, and all of the remaining undelivered shares shall be delivered for such awards that are of stock units, including restricted stock units.

By the Company other than for Cause Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination and provided that the Executive satisfies the conditions set forth in Section 4(i)(i) and as otherwise provided hereintermination, then, in addition to Final Compensation, the Executive, Executive as compensation for him the Executive satisfying those conditionsconditions set forth in Section 4(i) and as otherwise provided herein, shall be entitled to earn the following (in the aggregate, “Non-Change in Control Post-Employment Compensation”): (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, spans two (2) taxable years, the payment shall occur in no later than March 15th of the second (2nd) taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth (1/12) of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(i) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(i) hereof at any time during the six-six (6) month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, spans two (2) taxable years, the payment shall occur in no later than March 15th of the second (2nd) taxable year), but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the Executive additional compensation equal to six (6) months’ Base Salary in effect for the Termination Year, in a lump sum, on the tenth business day following the expiration of the period of six (6) months immediately following the Date of Termination, provided that Executive was eligible to earn Non-Change in Control Post-Employment Compensation in accordance with this Agreement and has fulfilled all of the conditions set forth in Section 4(i) hereof (which include without limitation the referenced obligations under Sections 6 and 7 hereof) during such six (6) month period. (iv) If the Executive satisfies the Release of Claims requirement conditions set forth in Section 4(i)(i4(i), then the Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in Section 4(i) hereof, (B) the expiration of twelve (12) months following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (v) All of Executive’s outstanding unvested awards shall vest and, if the awards require exercise, be exercisable for a period of three (3) months following termination the Date of employmentTermination, and all of the remaining undelivered shares shall be delivered for such awards that are of stock units, including restricted stock unitsRSUs.

By the Company other than for Cause Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination and provided that the Executive satisfies the conditions set forth in Section 4(i)(i) and as otherwise provided herein, then, in addition to Final Compensation, the Executive, as compensation for him satisfying those conditions, shall be entitled to earn the following (in the aggregate, “Non-Change in Control Post-Employment Compensation”):), provided (A) that he confirms by notice to the Company on the Date of Termination or within ten (10) business days thereafter his intention to earn Post-Employment Compensation; (B) that he gives notice to the Company, should he elect to cease complying with the elective conditions set forth in Section 4(h) hereof, specifying the date he shall cease such compliance; and (C) that he fully complies with all obligations referenced in Section 4(h), including the elective conditions set forth in clauses (i) through (iv) and those non-elective obligations set forth in Sections 6 and 7 hereof, from the Date of Termination until the date specified in notice given in accordance with clause B hereof or, if no such notice is given, the expiration of the period of six (6) months immediately following the Date of Termination. (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, based upon the objective financial performance of the Company through the Date of Termination, and for the period that Executive served as Chief Executive Officer from the beginning of the year and through the Date of Termination, as measured against the work plan and budget for the FY as approved by the Board, and paid at no later than March 15 of the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of Termination Year, and only if the effective date of the Executive has signed and not revoked a Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if within the Claims Release Period, as defined in Section 4(i) below, spans two taxable years, the payment shall occur in the second taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(i) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(i) hereof at any time during the six-month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, spans two taxable years, the payment payments shall occur commence in the second taxable year), but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the Executive additional compensation equal to six thirty months’ Base Salary in effect for the Termination YearYear plus three (3) years Bonus (with “Bonus” being defined, for purposes of this Section 4(d)(iii) and Section 4(e)(ii), as the average of the entire Annual Bonuses and Special Achievement Bonuses paid to the Executive for the two fiscal years completed prior to the Termination or, if only one such fiscal year has been completed, then based on the amount of the Annual Bonus and the Special Achievement Bonus for such fiscal year), in a lump sum, on the tenth business day following the expiration of the period of six months immediately following the Date of Termination, provided that Executive was eligible to earn Non-Change in Control Post-Employment Compensation in accordance with this Agreement and has fulfilled all of the conditions set forth in Section 4(i) hereof (which include without limitation the referenced obligations under Sections 6 and 7 hereof) during such six month period. (iv) If the Executive satisfies the Release of Claims requirement in Section 4(i)(i), then the Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in Section 4(i) hereof, (B) the expiration of twelve (12) twenty-four months following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (v) All (i.e., 100%) of Executive’s outstanding unvested awards shall vest and, if the awards require exercise, be exercisable for a period of three (3) months following termination of employment, and all of the remaining undelivered shares shall be delivered for such awards that are of stock units, including restricted stock unitsRSUs.

By the Company other than for Cause Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 129) has not occurred, the Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination and provided that the Executive satisfies the conditions set forth in Section 4(i)(i) and as otherwise provided hereintermination, then, in addition to Final Compensation, the Executive, Executive as compensation for him the Executive satisfying those conditionsconditions set forth in Section 4(i) and as otherwise provided herein, shall be entitled to earn the following (in the aggregate, “Non-Change in Control Post-Employment Compensation”):), provided that the Executive (A) confirms by notice to the Company on the Date of Termination or within ten (10) business days thereafter her intention to earn Non-Change in Control Post-Employment Compensation; (B) gives notice to the Company, should she elect to cease complying with the elective conditions set forth in Section 4(i) hereof, specifying the date she shall cease such compliance; and (C) fully complies with all obligations referenced in Section 4(i) hereof. (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, based upon the objective financial performance of the Company through the Date of Termination, and for the period that Executive served as Chief Executive Officer from the beginning of the year and through the Date of Termination, as measured against the work plan and budget for the FY as approved by the Board, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 14 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, Period spans two (2) taxable years, the payment shall occur in the second taxable year, and no later than March 15th in the second (2nd) taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth (1/12) of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(i) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(i) hereof at any time during the six-six (6) month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 14 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, Period spans two (2) taxable years, the payment payments shall occur in the second taxable year, and no later than March 15th of the second (2nd) taxable year), but with the first payment being retroactive to the day immediately following the Date of TerminationTermination (so covering amounts otherwise scheduled to be paid prior to the effective date of the Release of Claims). (iii) The Company will pay the Executive additional compensation equal to six eighteen (18) months’ Base Salary in effect for the Termination YearYear plus two (2) years of Bonus pay (with “Bonus” being defined, for purposes of this Section 4(d)(iii) and Section 3(h)(ii), as the average of the entire Annual Bonuses and Special Achievement Bonuses paid to the Executive for the two (2) FYs completed prior to the Termination, as applicable, or, if only one (1) such FY has been completed, then based on the amount of the Annual Bonus and the Special Achievement Bonus for such FY), in a lump sum, on the tenth (10th) business day following the expiration of the period of six (6) months immediately following the Date of Termination, provided that Executive was eligible to earn Non-Change in Control Post-Employment Compensation in accordance with this Agreement and has fulfilled all of the conditions set forth in Section 4(i) hereof (which include without limitation the referenced obligations under Sections 6 and 7 hereof) during such six (6) month period. (iv) If the Executive satisfies the Release of Claims requirement conditions set forth in Section 4(i)(i)4(i) hereof, then the Company will pay the full premium cost of health and dental plan coverage for Executive and his her qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in Section 4(i) hereof, (B) the expiration of twelve twenty-four (1224) months following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of his her qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (v) All (i.e., 100%) of Executive’s outstanding unvested equity awards that were otherwise eligible to vest conditioned solely on Executive’s continued services shall vest and, if the equity awards require exercise, be exercisable for a period of up to three (3) months following termination the Date of employmentTermination, but not later than the expiration date of such exercisable equity awards, and all of the remaining undelivered shares shall be delivered for such awards that are of stock units, including restricted stock units.

By the Company other than for Cause Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination and provided that the Executive satisfies the conditions set forth in Section 4(i)(i) and as otherwise provided hereintermination, then, in addition to Final Compensation, the Executive, Executive as compensation for him the Executive satisfying those conditionsconditions set forth in Section 4(i) and as otherwise provided herein, shall be entitled to earn the following (in the aggregate, “Non-Change in Control Post-Employment Compensation”):), provided that the Executive (A) confirms by notice to the Company on the Date of Termination or within ten (10) business days thereafter his intention to earn Non-Change in Control Post-Employment Compensation; (B) gives notice to the Company, should he elect to cease complying with the elective conditions set forth in Section 4(i) hereof, specifying the date he shall cease such compliance; and (C) fully complies with all obligations referenced in Section 4(i) hereof, including the elective conditions set forth in clauses (i) through (iv) and those non-elective obligations set forth in Sections 6 and 7 hereof, from the Date of Termination until the date specified in notice given in accordance with clause B hereof or, if no such notice is given, the expiration of the period of six (6) months immediately following the Date of Termination. (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, based upon the objective financial performance of the Company through the Date of Termination, and for the period that Executive served as Chief Executive Officer from the beginning of the year and through the Date of Termination, as measured against the work plan and budget for the FY as approved by the Board, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, Period spans two (2) taxable years, the payment shall occur no later than March 15th of the in the second (2nd) taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth (1/12) of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(i) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(i) hereof at any time during the six-six (6) month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(i) below, Period spans two (2) taxable years, the payment payments shall occur in no later than March 15th of the second (2nd) taxable year), but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the Executive additional compensation equal to six thirty (30) months’ Base Salary in effect for the Termination YearYear plus three (3) years Bonus (with “Bonus” being defined, for purposes of this Section 4(d)(iii) and Section 3(h)(ii), as the average of the entire Annual Bonuses and Special Achievement Bonuses paid to the Executive for the two (2) FYs completed prior to the Termination or Change in Control, as applicable, or, if only one (1) such FY has been completed, then based on the amount of the Annual Bonus and the Special Achievement Bonus for such FY), in a lump sum, on the tenth (10th) business day following the expiration of the period of six (6) months immediately following the Date of Termination, provided that Executive was eligible to earn Non-Change in Control Post-Employment Compensation in accordance with this Agreement and has fulfilled all of the conditions set forth in Section 4(i) hereof (which include without limitation the referenced obligations under Sections 6 and 7 hereof) during such six (6) month period. (iv) If the Executive satisfies the Release of Claims requirement conditions set forth in Section 4(i)(i)4(i) hereof, then the Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in Section 4(i) hereof, (B) the expiration of twelve twenty-four (1224) months following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (v) All (i.e., 100%) of Executive’s outstanding unvested awards shall vest and, if the awards require exercise, be exercisable for a period of three (3) months following termination the Date of employmentTermination, and all of the remaining undelivered shares shall be delivered for such awards that are of stock units, including restricted stock unitsRSUs.