Common use of By the Company Other than for Cause Clause in Contracts

By the Company Other than for Cause. (a) The Company may terminate the Executive's employment and this Agreement other than for Cause at any time. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed by in addition to Final Compensation and between the Company and in lieu of any benefits which might otherwise be payable to the Executive that they will enter into an independent consulting agreement— under a separate severance agreement as a result of such termination, then, until the terms conclusion of which will be subject a period equal to negotiation at such time as eighteen (18) months following the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment date of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executivetermination, the Company shall have no further obligation or liability continue to pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive relating on the date of termination, shall continue to his contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law. In addition, the Company shall pay the Executive an amount, in equal monthly installments commencing as soon as the determination of the amount can be made in accordance with Section 4(b) hereof and concluding at the end of the twelve month period following the date of termination, equal to the pro rata share of any accrued bonus due under Section 4(b) for the fiscal year in which the termination of employment or this Agreement, other than any Base Salary earned but unpaid and occurs (determined by pro-rating the accrued but unused vacation bonus for the fiscal year in which the termination of employment occurs through the date of termination. (b) Should ). Any obligation of the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled hereunder is conditioned, however, upon the Executive signing and returning to salary continuation at the Company a timely and effective release of claims substantially in the form attached hereto as Exhibit A (the “Release of Claims”). The Release of Claims required for separation benefits in accordance with Section 5(d) and/or Section 5(e) hereof creates legally binding obligations on the part of the Executive and the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney before signing it. Base Salary rate for a period of six months from to which the termination date, to Executive is entitled hereunder shall be paid payable in accordance with the Company's normal payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions practices of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing and will begin at the Company and its employees and agents from any claims arising from Company’s next regular payroll period which is at least five business days following the later of the effective date of the Release of Claims or related to the date the Release of Claims, signed by the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing received by the Company, but the Company, provided it has offered a consulting agreement specifying first payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability be retroactive to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through next business day following the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's Employees employment and this Agreement other than for Cause at any timetime without Cause during the Initial Term or any Renewal Term. In If Employee is discharged without Cause during the event Term, Employee shall be entitled to (i) receive Base Salary and continuation of such terminationbenefits through the date of discharge, it is agreed by and between the (ii) upon delivery of a general release satisfactory to Company and so long as Employee is in full compliance with his obligations under Section 6 during the Executive entire Non-Competition Period (as hereunder defined), Employee shall receive continuation of Base Salary for a period of six (6) months; provided, however that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a the “post termination” compensation shall be paid in equal installments spread across the term of twelve monthsEmployee’s Non-Competition Period. Upon execution of an independent consulting agreement with ExecutiveThereafter, the Company shall have no further obligation obligations or liability liabilities to Employee under the Executive relating to his employment or this Agreement, Employment Agreement (other than as relates to any non-voting shares/options of the Company owned by Employee) or otherwise arising from Employee’s employment with, or termination of that employment by the Company. i) If Company elects not to renew this Agreement at the conclusion of the Initial Term, Company shall either (i) pay Employee’s Base Salary earned but unpaid and accrued but unused vacation benefits through the expiration date of termination. the Initial Term or, (bii) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the election of Company and upon delivery of a general release satisfactory to Company, and so long as Employee is in full compliance with his obligations under Section 6 during the entire Non-Competition Period (as hereunder defined) pay Employee severance equal to six (6) months of Base Salary rate for a period Salary. Payment of six months from severance compensation shall be spread across the termination dateentire term of Employee’s Non-Competition Period. Thereafter, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no further obligations or liabilities to Employee under the Employment Agreement (other obligations than as relates to any non-voting shares/options of the Executive upon Company owned by Employee) or otherwise arising from Employees employment with, or termination of that employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company. ii) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment. However, if the Employee shall obtain other employment during the Non-Competition Period or during any period in which the Employee is receiving continued payments, and the annualized salary for the other employment is greater than that of the Employee’s base salary at the time of termination, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, payments to be made by the Company under this Section 5(c) shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of terminationcease immediately.

By the Company Other than for Cause. (a) The Company may terminate the ExecutiveEmployee's employment and this Agreement other than for Cause at any time. In the event of such termination, it is agreed by and between the Company and the Executive Employee that they will enter into an independent consulting agreement— —the terms of which will be subject to negotiation at such time as the ExecutiveEmployee's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 10,000.00 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveEmployee, the Company shall have no further obligation or liability to the Executive Employee relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the ExecutiveEmployee, the Executive Employee will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive Employee elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive Employee upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the ExecutiveEmployee's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the ExecutiveEmployee's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and ExecutiveEmployee, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of ExecutiveEmployee's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 10,000.00 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive Employee relating to his employment or this Agreementagreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) i. The Company may terminate the Executive's ’s employment and under this Agreement at any time without cause upon thirty (30) days prior written notice to the Executive or upon payment of one month’s Base Salary in lieu of such notice if the Company elects to accelerate the Executive’s departure date. Such a termination of the Executive by the Company is sometimes hereafter referred to as a termination for “other than for Cause cause.” For the purposes hereof, a substantial adverse diminution in duties will be deemed to be a termination for other than for cause. In such event, the Company shall pay the Executive Severance Benefits as described in Section 5.d.ii. below. Notwithstanding the foregoing, in no event will an exercise by the Company of its election to terminate this Agreement by at least six (6) months prior written notice pursuant to Section 2 hereof be deemed to be a termination of the Agreement for other than for cause or entitle the Executive to Severance Benefits. The period commencing on the date of the receipt of a notice by the Executive from the Company of the Company’s election not to renew the then term of this Agreement pursuant to the provisons of Section 2 hereof and the last day of the then current term of this Agreement on which this Agreement will terminate pursuant to such notice shall sometimes hereinafter be referred to as the “Interim Period.” During the last 6 months of the Interim Period, the Company may assign to the Executive different or diminished duties and such diminished duties will not be deemed to be a termination for other than cause or entitle the Executive to Severance Benefits. During the Interim Period the Executive will continue to earn any timeincentive compensation that the Executive is eligible to earn pursuant to any incentive compensation plan then in effect for the Company. Any such incentive compensation earned by the Executive during any fiscal year that encompasses an Interim Period will be paid to the Executive by the Company in accordance with any incentive compensation then in effect. ii. In the event the Company exercises its right to terminate the Executive for other than for cause under Section 5.d.i. or in the event of such terminationa termination of the employment of the Executive pursuant to the provisions of Section 5.e. below, it is agreed pursuant to a Change of Control, as hereafter defined, subject to the requirements of Section 5.f., the Severance Benefits to be provided to the Executive by and between the Company will consist of the following: (a) The Company will pay severance to the Executive equal to the then Base Salary of the Executive. All severance payments will be made in accordance with the payroll practices of the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as paid periodically over the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through one-year period after the date of termination. (b) Should the The Company elect not to enter into such an independent consulting agreement with the Executive, will pay the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If any earned and unpaid incentive compensation earned by the Executive elects in a fiscal year prior to continue medical insurance coverage after the termination date in accordance with fiscal year during which the provisions employment of the Consolidated Omnibus Reconciliation Act Executive is terminated in connection with a Change of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this AgreementControl. (c) Should During the Company and Executiveone-year post employment period, despite good-faith negotiations, fail as long as the Executive is entitled to reach agreement on a consulting agreement within thirty days of Executive's termination receive severance pay from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability Executive may elect to participate in the group medical insurance program on the same basis as the Executive relating had been participating prior to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination., provided that, the arrangement is acceptable to the then medical coverage insurer of the Company. For example, if the Executive had been paying for 20% of the medical coverage prior to termination and the Company had been paying for 80% of the medical coverage of the Executive, then the Company will pay 80% of the premium and the Executive will pay for 20% of the premium for the medical insurance coverage during the severance period. The severance benefits for the Executive set forth in Subparagraphs 5.d.ii.(a), 5.d.ii.(b), and 5.d.ii.(c) are sometimes hereinafter collectively referred to as the “Severance Benefits”

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject in addition to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability any Final Compensation due to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation the following (the “Severance Benefits”): (i) the Company will pay the Executive severance pay, at the same rate as the Base Salary rate Salary, for twelve (12) months following the date of termination of his employment (the “Severance Period”); (ii) during the Severance Period, provided the Executive elects and remains eligible for COBRA (or mini-COBRA), the Company will pay the Executive a period monthly taxable amount equal to the portion of six the Executive’s health insurance premiums that the Company paid immediately prior to the date of termination (the “Monthly Contribution”); and (iii) if such termination occurs concurrent with or within twelve (12) months from following, or in connection with but within the termination datethree (3) months prior to, a Change of Control, the Company will pay the Executive an amount equal to his then current Target Bonus, payable in substantially equal monthly installments during the Severance Period. Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in the form (which shall be provided by the Company within seven (7) days following the date of termination, which shall exclude nonwaivable claims and the Executive’s rights to Final Compensation and which shall not require the Executive to agree to post-employment obligations not specifically set forth in this Agreement) by the deadline specified therein, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in material respects with the obligations of the Executive to the Company and its Affiliates that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, all Severance Benefits to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company's payroll practice then , 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 effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in effectall events be paid in the later taxable year. If the Executive elects to continue medical insurance coverage after the termination date The Release of Claims required for Severance Benefits in accordance with this Section 5(d) creates legally binding obligations on the provisions part of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then Executive and the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to therefore advises the Executive upon termination to seek the advice of employment other than for Cause. The Company's obligation to provide any an attorney before signing the Release of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this AgreementClaims. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement other than for Cause at any time. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six twelve (12) months from the termination date, to be paid in accordance with the Company's ’s payroll practice then in effect, with the Company’s first such payment beginning on the first pay period forty-five (45) days after the Executive’s separation from service. The Executive shall be entitled to awarding of a pro-rata Bonus as well. Any such Bonus shall be paid by the Company in a single, lump-sum cash payment in accordance with its normal payroll practice by not later than the fifteenth day of the third month following the calendar year with respect to which the services giving rise to the annual Bonus were rendered. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("“COBRA"”), then the Company shall pay his the Executive a cash amount equal to the Executive’s monthly COBRA premium payments for payment on the first day of each month during the period of salary continuation payments or until he accepts other employment, whichever occurs first. The first such monthly COBRA reimbursement payment shall begin on the first pay period 45 days after the Executive’s separation from service and shall include any monthly payment that became due before such payment. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's ’s obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's ’s execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's ’s employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should . No payment of severance shall be required unless these conditions are satisfied. Any negotiations and/or revisions made or to be made to the Company and Executive, despite goodrelease of claims and/or severance agreement to be executed at the time of termination shall not affect or extend the 21-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by under the CompanyOlder Workers Benefit Protection Act, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation whether such revisions are material or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of terminationimmaterial.

By the Company Other than for Cause. (a) The Company may terminate the ExecutiveEmployee's employment and this Agreement other than for Cause at any time. In the event of such termination, it is agreed by and between the Company and the Executive Employee that they will enter into an independent consulting agreement— agreement - the terms of which will be subject to negotiation at such time as the ExecutiveEmployee's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 10,000.00 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveEmployee, the Company shall have no further obligation or liability to the Executive Employee relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the ExecutiveEmployee, the Executive Employee will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive Employee elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive Employee upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the ExecutiveEmployee's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the ExecutiveEmployee's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and ExecutiveEmployee, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of ExecutiveEmployee's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 10,000.00 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive Employee relating to his employment or this Agreementagreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon written notice to the Executive. In the event of such termination during the term hereof, in addition to Final Compensation and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, it is agreed by and between for a period of twelve (12) months following the Company and the Executive that they will enter into an independent consulting agreement— the terms date of which will be subject to negotiation at termination, or until such time as the Executive's employment Executive secures other employment, whichever is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executiveearlier, the Company shall have no further obligation or liability continue to pay the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through at the rate in effect on the date of termination. (b) Should . Any obligation of the Company elect not to enter into such an independent consulting agreement with the Executive hereunder, other than for Final Compensation, shall be expressly conditioned on the Executive, ’s execution of a general release of claims in the form attached to this Agreement as Exhibit A (the “Release of Claims”) within twenty-one days following the date the Executive’s employment is terminated (or such longer period as the Company shall determine it is required by law to permit the Executive will to consider the Release of Claims) and upon the Executive not revoking such Release of Claims thereafter. Severance Pay to which the Executive is entitled hereunder shall be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid payable in accordance with the normal payroll practices of the Company's payroll practice then in effect. If , 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 date the Executive elects to continue medical insurance coverage after the termination date returns a timely and effective Release of Claims. The Release of Claims required for separation benefits in accordance with Section 5(d) hereof will create legally binding obligations on the provisions part of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject toExecutive, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to Affiliates therefore advise the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through seek the date advice of terminationan attorney before signing it.

By the Company Other than for Cause. (a) The Company may terminate the Executive's employment and this Agreement other than for Cause at any time. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— agreement - the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the ExecutiveEmployee's employment and this Agreement hereunder other than for Cause at any time. In Provided that the event of such terminationconditions set forth in this Section 5(d) are met, it is agreed by and between if the Company terminates Employee's employment other than for Cause, the Company shall pay Employee an aggregate amount, less all lawful withholdings and deductions, equal to the Executive remaining amounts due for the term but not less than eighteen (18) months of Employee's base salary, along with any accrued rights under the Agreement including bonus, at the time of Employee's termination ("Severance") provided that they will enter into such offset would not an independent consulting agreement— impermissible change in the terms time or form of which will be any payments subject to negotiation at Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The payment of Severance is subject to the following conditions: (i) Employee shall not be entitled to any Severance under this Section 5(d) if termination of Employee is due to the death or disability of Employee; (ii) any obligation of the Company to provide Employee any Severance is conditioned on Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such time other period as the Executive's employment is terminated under Company may provide, after the Company has given Employee the written form of the Release requested; and (iii) if Employee violates any of the covenants in Section 7 of this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveAgreement, the Company shall have no further obligation or liability to pay Employee any Severance and Employee shall immediately remit to the Executive relating to his employment or this Agreement, other than Company the full amount of any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should Severance paid by the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive Employee. "The Severance Payment will be entitled to salary continuation at the Base Salary rate for a period of six payable in equal installments over eighteen (18) months from the termination date, to be paid in accordance with on the Company's ordinary payroll practice then in effect. If days, beginning on the Executive elects to continue medical insurance coverage first payroll date following the sixtieth (60th) day after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory termination, provided that the Executive has timely executed and returned the Release to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreementby such date. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. A termination of the Executive's employment that occurs on the last day of the term of this Agreement following the Company’s notice to the Executive of non-renewal of the term hereof under Section 2 hereof shall be treated as a termination by the Company other than for Cause. In the event of such termination, it is agreed by and between the Executive shall be entitled to Final Compensation, and, in addition, the Company and shall pay the Executive that they will enter into an independent consulting agreement— amount equal to two (2) times the terms sum of (x) the Base Salary at the rate in effect on the date of termination plus (y) the Target Bonus for the year of termination, which will shall be subject annualized in the case of a termination of employment during 2009 (the “Severance Amount”). The Severance Amount shall be paid to negotiation at the Executive in twenty-four (24) equal monthly installments as further provided for below. Any obligation of the Company to the Executive under this Section 5 (including in the event of a termination of employment due to death or Disability), other than for Final Compensation, is conditioned on (A) the Executive, or the Executive’s Designated Beneficiary, signing and returning to the Company (without revoking) a timely and effective release of claims in the form attached hereto as Exhibit C, by the deadline specified therein, which in all events shall be no later than the forty fifth (45th) calendar day following the date of termination (any such time as release submitted by such deadline, the “Release of Claims”), (B) the Executive not engaging in an intentional or materially harmful violation of Section 7, 8 or 9(b) of this Agreement, and (C) the Executive’s continued compliance with the covenants contained in Section 9(a) of this Agreement (subsections (B) and (C) collectively, the “Compliance Condition”). Subject to Section 5(g) below, severance pay to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the date the Executive's employment is terminated under this provision. At a minimumterminated, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid being due and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with payable on the Company's payroll practice then in effect. If next regular payday for executives that follows the Executive elects to continue medical insurance coverage after expiration of sixty (60) calendar days from the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with terminates. Other than the Companytax gross-up payment described in Section 5(a)(iii), including any claims arising from this Agreement. (cwhich shall be paid at the time provided in Section 4(g) Should above, and the Company and Executivebusiness expenses described in Section 5(a)(iv), despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, Final Compensation shall have no further obligation or liability be paid to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through within sixty (60) days following the date of terminationtermination of employment.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement other than for Cause at any timetime upon written notice to the Executive. Any determination by the Company that the Executive should be terminated other than for Cause shall be made by the unanimous consent of the Board (excluding, for this purpose, the Executive if he then sits on the Board as a manager of the Company). In the event that the Company provides written notice of non-renewal pursuant to Section 2 above, such non-renewal shall be deemed to be termination by the Company other than for Cause. In the event of such termination, it is agreed by and between in addition to any Final Compensation due to the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to will: (i) pay the Executive relating severance payments in an aggregate amount equal to his employment or this Agreement, other than any six (6) months of the Executive’s Base Salary earned but unpaid and accrued but unused vacation through in effect at the date time of termination.termination (the “Severance Payments”), and (bii) Should the Company elect not to enter into such an independent consulting agreement with the Executive, if the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive timely and properly elects to continue medical insurance coverage after the termination date in accordance with the provisions Executive’s participation and/or that of the Executive’s eligible dependents in the Company’s medical and dental insurance plans pursuant to the federal Consolidated Omnibus Reconciliation Act of 1985 ("“COBRA"”), then the Company shall pay his or reimburse (either the Executive or the insurer directly) a monthly amount equal to the Company’s portion of the monthly premium cost of the Executive’s and the Executive’s dependents’ participation in the Company’s group medical and dental plans (“COBRA premium payments for Premiums”) during the shortest of (A) the 18-month period following the Termination Date, (B) the end of the period during which the Executive is eligible to continue such participation under applicable law and plan terms, and (C) the date that the Executive first becomes eligible for coverage under another medical or dental plan in connection with the Executive’s new employment (the shortest of salary continuation payments or until he accepts other employmentsuch periods, whichever occurs firstthe “COBRA Continuation Period”). The Executive is required to notify the Company shall have no other obligations immediately if the Executive becomes eligible for coverage under another employer’s medical or dental plan. Notwithstanding the foregoing, if the Company determines that provision of such COBRA benefits set forth in the first sentence of this clause would result in the imposition of penalties or additional taxes on the Company (including, without limitation, under Section 2716 of the Public Health Service Act) or taxation of the benefits to the Executive upon termination under Section 105(h) of employment other than for Causethe Code, then the Company will, in lieu thereof, provide to the Executive during the remainder of the COBRA Continuation Period, a taxable monthly payment which, net of applicable tax withholdings, results in the payment to the Executive of an amount equal to the COBRA Premiums. The Company's COBRA Premium payments or reimbursements, together with the Severance Payments, are referred to as the “Severance Benefits.” Any obligation of the Company to provide the Severance Benefits is conditioned, however, on the Executive signing and returning to the Company a timely and effective release of claims, in substantially the form attached hereto as Exhibit A, no later than the sixtieth (60th) calendar day following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory Executive to the Company, releasing the Company and its employees Affiliates that survive termination of the Executive’s employment, including without limitation under Sections 7, 8 and agents from any claims arising from or related 9 of this Agreement. Other than the Executive’s continued participation in an Employee Benefit Plan as provided for in this Section 5(d) above and to the Executive's employment or severance from employment provisions of Section 5(g) below, all Severance Benefits to which the Executive is entitled hereunder shall be in the form of salary continuation, payable in accordance with the Company, including any claims arising from this Agreement. (c) Should normal payroll practices of the Company and for its executives in effect at the time of the Executive’s termination, despite good-faith negotiationswith the first payment, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, which shall have no further obligation or liability be retroactive to the Executive relating to his day immediately following the date the Executive’s employment or this Agreementis terminated, being due and payable sixty (60) calendar days from the date the Executive’s employment terminates. Final Compensation, other than any Base Salary earned but unpaid bonus described in Section 5(a)(iii) (which shall be payable in accordance with Section 4(b)) and accrued but unused vacation through business expenses described in Section 5(a)(iv) (which shall be payable in accordance with the Company’s expense reimbursement policies and procedures), shall be paid to the Executive within thirty (30) days following the date of terminationtermination of employment.

By the Company Other than for Cause. (a) The Company may terminate TERMINATION BY EXECUTIVE FOR GOOD REASON In the event of the termination of Executive's employment and this Agreement during the Term of Employment by the Company other than for Cause at any time. In the event of such terminationor by Executive for Good Reason, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time except as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or otherwise provided in this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date consequences of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will termination shall be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid determined in accordance with the Company's payroll practice then Severance Plan, which is incorporated by reference in effectthis Agreement, with the additions and modifications in respect of Executive as set forth below; provided, that on and after the Effective Date of this Agreement, such Severance Plan shall not be amended, modified or terminated in any way that would adversely affect Executive. Executive shall be treated as an "Officer Participant" under the terms of the Severance Plan. The "Severance Period" for purposes of the Severance Plan, in Executive's case, shall be thirty-six months. The "Severance Pay Factor" for purposes of the Severance Plan, in Executive's case, shall be equal to the number of months of Executive's Severance Period. "Covered Termination" for purposes of the Severance Plan shall mean (i) any termination of Executive's employment by the Company other than for Cause or (ii) termination of Executive's employment at the initiative of Executive for Good Reason. If during the Term of Employment, the Company terminates Executive's employment for any reason other than Cause, death or Disability, or Executive elects terminates his employment for Good Reason, (i) all of Executive's then outstanding Restricted Units granted under Section 4(d)(i)(A) as to continue medical insurance coverage after which the termination restrictions have not lapsed, and all other equity awards, other than Performance Options granted pursuant to Section 4(d)(iii)(B) or other performance based equity awards as of such Date of Termination, shall remain outstanding and shall be treated for all purposes as if Executive remained employed by the Company through the date on which such restrictions are scheduled to lapse or such Options are scheduled to become exercisable and such Options, once vested, shall be exercisable in accordance with their terms and the provisions terms of the Consolidated Omnibus Reconciliation Act Stock Plan; (ii) any Performance Option granted pursuant to Section 4(d)(iii)(B) or other performance based equity award granted to Executive that has not become vested and exercisable as of 1985 such Date of Termination shall terminate and be of no further force and effect and the Performance Options or other equity awards which have become vested and exercisable shall remain vested and exercisable in accordance with their terms and the terms of the Stock Plan; ("COBRA"), then iii) the Company shall promptly pay to Executive any portion of Executive's annual Base Salary and pro-rata bonus through the Date of Termination that has not yet been paid; and (iv) the Company shall pay his monthly COBRA premium payments for or provide to Executive the period benefits described in Section 4(e) hereof and such compensation and benefits as shall be payable to Executive under the terms of salary continuation payments the Company's compensation and benefit plans, programs or until he accepts other employment, whichever occurs first. The Company shall have no other obligations arrangements as in effect immediately prior to the Executive upon termination Date of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this AgreementTermination. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon thirty (30) days prior written notice to the Executive. If the Company terminates the Executive’s employment other than for Cause prior to the date that is three (3) months after the Effective Date, the Executive shall be entitled to the Final Compensation only. In the event of such terminationtermination on or after the date that is three (3) months after the Effective Date, it is agreed by and between in addition to any Final Compensation due to the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company will pay the Executive (i) severance pay, at the same rate as the Base Salary, for a period of twelve (12) months following the date of termination of her employment, (ii) an amount equal one (1) times the Executive’s Annual Bonus described in Section 4(b) above for the last completed fiscal year (together with the payments of Base Salary (the “Severance Payments”) and (iii) continued payment on Executive’s behalf of the premium required to be paid for Executive’s continued participation in the Company’s health care plan for a period of twelve (12) months following termination, or unless the Executive is employed by another company, and in such instance, future payment for the health insurance premiums will cease (the “Healthcare Payments” and collectively with the Severance Payments, the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii), Final Compensation shall have no further obligation or liability be paid to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid at the time prescribed by applicable law and accrued but unused vacation through in all events within thirty (30) days following the date of termination. (b) Should termination of employment. Any obligation of the Company elect not to enter into such an independent consulting agreement provide the Severance Benefits is conditioned, however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit A (the “Release of Claims”), all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) day following the date of termination and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and (B) the Healthcare Payments shall be paid monthly, and in both cases 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 sixty (60) calendar days from the date the Executive’s employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive, the Executive will be entitled Company or any of its Affiliates to salary continuation at any tax or penalty under the Base Salary rate for a period of six months Patient Protection and Affordable Care Act (as amended from time to time, the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions “ACA”) or Section 105(h) of the Consolidated Omnibus Reconciliation Act Internal Revenue Code of 1985 1986, as amended ("COBRA"“Section 105(h)”), then or applicable regulations or guidance issued under the Company ACA or Section 105(h), the Healthcare Payments shall pay his monthly COBRA premium be treated as taxable payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations and be subject to imputed income tax treatment to the Executive upon termination of employment other than for Cause. The Company's obligation extent necessary to provide eliminate any of such adverse consequences under the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from ACA or related to the Executive's employment or severance from employment with the Company, including any claims arising from this AgreementSection 105(h). (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to Executive. In the event of such terminationtermination during the Term, it is agreed by and between then the Company and (i) shall pay Executive (A) the Executive that they will enter into Final Payment, (B) severance pay in an independent consulting agreement— amount equal to twelve (12) months of Base Salary, at the terms of which will be subject to negotiation rate in effect at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. ; and (bii) Should shall reimburse Executive a monthly amount equal to the amount the Company elect not contributes from time to enter into such an independent consulting agreement with time to group medical, dental and/or vision insurance premiums (as applicable) for its active employees (the Executive“Monthly Premium Payment”), until the earlier of (x) the end of the Severance Period (as defined below) or (y) the date Executive will be and his dependents are no longer entitled to salary continuation at coverage under COBRA or Company plans (the Base Salary rate for a period “COBRA Period”); provided that Executive (I) timely elects to continue his participation and that of six months his eligible dependents in such plans, (II) is entitled to continue such participation under applicable law and plan terms and (III) pays the remainder of the premium cost from the termination date, month to be paid month in accordance with the schedule established by the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions Any obligation of the Consolidated Omnibus Reconciliation Act Company to Executive under clause (i) or (ii) hereof, exclusive of 1985 ("COBRA")any Final Payment due, then however, shall be reduced by any other payments from the Company shall pay his monthly COBRA premium payments for the period to which Executive is entitled as a result of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the termination and is conditioned on Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts signing and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory delivering to the Company, releasing not later than the earlier of the following dates, inclusive of the end of any applicable revocation period (the “Release Deadline”) (a) thirty (30) days after termination of employment or (b) the deadline for consideration and execution thereof specified in the reasonable form of release of claims to be provided to Executive by the Company and its employees and agents from any claims arising from or related at the time Executive’s employment terminates (the “Employee Release”). Severance pay to which Executive is entitled hereunder shall be payable pro-rata at the Company’s regular payroll periods during the twelve (12) month period immediately following termination of Executive’s employment (the “Severance Period”), with the first payment being made on the Company’s next regular payday following the Release Deadline, but retroactive to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty next business day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through following the date of terminationtermination of employment; provided, that no payment will be made prior to the effective date of the Employee Release and that if at the relevant time Executive is a Specified Employee, so much of the amounts payable hereunder as constitutes nonqualified deferred compensation subject to Section 409A of the Code and that would be payable during the six-month period following Executive’s termination shall instead be accumulated and paid in a single lump sum upon the day after the conclusion of such six-month period.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed in addition to Final Compensation (which shall be paid at the same time or times as in the case of a termination by and between reason of death), then for the Company and period of two (2) years following the Executive that they will enter into an independent consulting agreement— the terms date of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executivetermination, the Company shall provide the Executive the following (in the aggregate, the “Severance Benefits”) as follows: (i) the Company will pay the Executive severance pay (the “Severance Pay”) equal to the sum of (A) the Base Salary at the annual rate in effect on the date of termination and (B) the Executive’s target Annual Bonus determined in accordance with Section 4(b) hereof and (ii) it shall provide the Executive with continued medical and dental coverage to the extent required by the so-called “COBRA” coverage continuation rules and shall pay to the Executive, at the same time as it pays the first severance payment under clause (i)(A), a lump sum amount equal in its reasonable estimation to what would have no further obligation or liability been the Company’s premium cost subject only to the Executive’s payment of the employee portion (determined on the same basis as applied to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through on the date of termination. (b) Should termination for the Executive and the Executive’s family members), minus any required withholding. Any obligation of the Company elect not to enter into provide the Severance Benefits under this Section 5(d) or Section 5(e) below is conditioned, however, on the Executive signing and returning to the Company (without revoking) a timely and effective release of claims substantially in the form attached as Exhibit D by the deadline specified therein, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such an independent consulting agreement release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with his obligations to the Company and its Affiliates that survive his termination of employment, including without limitation those set forth in Sections 7, 8, and 9 hereof. The Release of Claims creates legally binding obligations on the part of the Executive, and the Company and its Affiliates therefore advise the Executive will be entitled to salary continuation at seek the Base Salary rate for a period advice of six months from an attorney before signing the termination dateRelease of Claims. Only if the foregoing conditions to payment are satisfied, and subject to Section 5(g) below, the Severance Pay shall be paid in installments on a pro-rated basis in accordance with the Company's ’s regular payroll practice then in effect. If practices commencing on the Executive elects to continue medical insurance coverage after the termination first regular payroll date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through that follows the date of terminationtermination by sixty (60) days, with the first such payment to include all amounts that would have been paid under Section 5(d)(i) had payment commenced on the first payroll date after termination of employment.

By the Company Other than for Cause. (a) The Company may terminate the Executive's employment and this Agreement hereunder other than for Cause at any timetime during the Term or thereafter upon written notice to the Executive. In the event of such terminationtermination during the Term or thereafter, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject in addition to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term Base Salary and Bonus earned and unpaid at the date of twelve months. Upon execution of an independent consulting agreement with Executivetermination and un-reimbursed business expenses that are documented, the Company shall have no further obligation will provide the Executive (i) the lesser of (A) special services pay equal to twelve (12) months' Base Salary; or liability (B) special services pay up to the date the Executive relating to his commences employment or this Agreement, other than with another organization; and (ii) any Base Salary earned but unpaid and Bonus accrued but unused vacation through the date of termination. termination (bdetermined on a reasonable, pro forma, pro rata basis at the end of the quarter during which the termination occurs); and (iii) Should a lump sum amount equivalent to the grossed-up cost of twelve (12) months' medical insurance premiums, not to exceed $20,000 net, to offset post-employment medical costs. For purposes of subsection (i)(B), Executive retains sole discretion in accepting subsequent employment. The obligations of the Company elect not to enter into such an independent consulting agreement with the Executive, provide the Executive will be entitled to salary continuation at special services pay, Bonus and the Base Salary rate for lump sum payment hereunder are conditional upon the Executive signing a period release of six months from claims in the form of Attachment A hereto (the "Employee Release") within twenty-one days of the date on which he receives notice of termination date, to of his employment and upon his not revoking the Employee Release thereafter. All payments under subsection (i) of this Section shall be paid in accordance with regular payroll practices of the Company and shall begin on the Company's payroll practice then in effect. If next regular pay period following the Executive elects to continue medical insurance coverage after the termination effective date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory Release, but shall be retroactive to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. All payments under subsection (ii) of this Section shall be made in one lump sum payment and shall be made on the Company's next regular payday which occurs after the calculation described in subsection (ii) above and which follows the effective date of the Executive's Release. The payment under (iii) above shall be made on the Company's next regular payday following the effective date of the Executive's Release. The Company intends to fully comply with IRS Code Section 409A with respect to the payments contemplated in this paragraph 3.d.

By the Company Other than for Cause. (a) The Company may terminate the Executive's Employee’s employment and this Agreement hereunder other than for Cause at any timetime upon 60 days advance written notice to the Employee. In the event of such termination, it is agreed by and between then, on the Company and 60th day following the Executive that they will enter into an independent consulting agreement— effective date of the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveEmployee’s termination, the Company shall have no further obligation or liability pay the Employee a single lump sum amount equal to the Executive relating sum of one year’s Base Salary at the rate in effect on the date of termination; provided, however, that the Company’s obligations to his employment or this Agreementmake payments hereunder are conditioned on the Employee’s execution of a general release in favor of the Company in such form as the Company shall specify, other than and the expiration of any period for revocation of the release prior to the payment date. In addition to the foregoing, the Company shall pay the Employee: (i) any Base Salary earned but unpaid and accrued but unused vacation unpaid, prorated through the date of termination. ; (bii) Should the Company elect Annual Bonus to which the Employee would have been entitled under Section 2 hereof, based on the Company’s net income for the calendar year in which the termination occurs, prorated to the date of termination; (iii) Commissions in accordance with Section 2(c); and (iv) reimbursements in accordance with Section 2(f) for any business expenses for which the Employee has not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the yet been reimbursed. The earned and unpaid Base Salary rate for a period shall be paid within six (6) calendar days of six months from the date of Employee’s termination of employment. The Annual Bonus shall be paid in the calendar year immediately following the calendar year in which the termination dateoccurs, no later than March 31, and shall be paid entirely in cash, with no right to restricted shares of the Company’s common stock. The Commissions shall be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"Section 2(c), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed by and between in addition to any Final Compensation due to the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company will (i) pay the Executive severance pay, at the same rate as the Base Salary, for the period of twelve (12) months following the date of termination of his employment (the “Severance Period”), (ii) during the Severance Period, provided the Executive elects and remains eligible for COBRA (or mini-COBRA), pay the Executive a monthly taxable amount equal to the portion of the Executive’s health insurance premiums that the Company paid immediately prior to the date of termination (the “Monthly Contribution”) and (iii) pay the Executive the Pro-Rata Bonus ((i), (ii) and (iii) collectively, the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii), Final Compensation shall have no further obligation or liability be paid to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid at the time prescribed by applicable law and accrued but unused vacation through in all events within thirty (30) days following the date of termination. (b) Should termination of employment. Any obligation of the Company elect to provide the Severance Benefits is conditioned, however, on the Executive signing and returning to the Company (without revoking) a timely and effective a general release of claims in the form provided by the Company (which shall exclude nonwaivable claims and the Executive’s rights to Final Compensation and shall not require the Executive to enter into agree to post-employment obligations not specifically set forth in this Agreement) by the deadline specified therein, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such an independent consulting separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in material respects with the Executive, obligations of the Executive will to the Company and its Affiliates that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, all Severance Benefits described under subsection (i) above to which the Executive is entitled hereunder shall be entitled to in the form of salary continuation at the Base Salary rate for a period of six months from the termination datecontinuation, to be paid payable in accordance with the normal payroll practices of the Company's payroll practice then in effect, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated and include all installments of the Monthly Contribution accrued to date, being due and payable on the Company’s next regular payday for executives that follows the effective date of the Release of Claims. If The Pro-Rata Bonus shall be paid to the Executive elects at such time when bonuses are paid to continue medical insurance coverage after executives of the termination date Company generally. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in all events be paid in the later taxable year. The Release of Claims required for Severance Benefits in accordance with this Section 5(d) creates legally binding obligations on the provisions part of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then Executive and the Company shall pay his monthly COBRA premium payments therefore advises the Executive to seek the advice of an attorney before signing the Release of Claims. In the event that the Company’s payment of the Monthly would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Code, or applicable regulations or guidance issued under the ACA or Section 105(h) of the Code, the Executive and the Company will work together in good faith, consistent with the requirements for compliance with, or exemption from Section 409A of the period Code, to restructure such benefit (while preserving the economic value of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations such Monthly Contribution to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreementmaximum extent permitted consistent therewith). (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability continue to pay the Executive the Base Salary, at the highest rate in effect at any time during the two (2) year period prior to and including the date of termination, and the automobile allowance at the rate provided in Section 4.5 and shall continue to pay the premium cost of the life and long term disability insurance provided under Section 4.6 hereof, in each case for a period of twelve (12) months from the date of termination (the “Severance Pay Period”) and, subject to any employee contribution applicable to active employees generally, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans during the Severance Pay Period, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company to Executive hereunder, however, are conditioned upon the Executive’s signing a release of claims (other than claims relating to the Company’s continuing obligations to the Executive relating under this Agreement in a form satisfactory to the Company within twenty-one (21) days of the date he receives notice of termination of his employment or the date he receives said release of claims, whichever is later, and upon his not revoking the release of claims thereafter. All payments under this AgreementSection 5.4 will be in the form of salary continuation, other than any Base Salary earned payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the effective date of the release of claims, but unpaid shall be retroactive to the date of termination. All obligations of the Company to Executive under this Section 5.4, however, are conditioned upon the Executive’s signing a release of claims in a form satisfactory to the Company within twenty-one (21) days of the date he receives notice of termination of his employment or the date he receives said release of claims, whichever is later, and accrued upon his not revoking the release of claims thereafter. All severance payments under this Section 5.4 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the effective date of the release of claims, but unused vacation through shall be retroactive to the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed in addition to Final Compensation (which shall be paid at the same time or times as in the case of a termination by and between reason of death), then for the Company and period of two (2) years following the Executive that they will enter into an independent consulting agreement— the terms date of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executivetermination, the Company shall have no further obligation or liability provide the Executive Severance Benefits as follows: (i) the Company will pay the Executive Severance Pay equal to the sum of (A) the Base Salary at the annual rate in effect on the date of termination and (B) the Executive’s target Annual Bonus determined in accordance with Section 4(b) hereof and (ii) (A) if the Company in its discretion determines that it can do so consistent with the requirements of Section 105(h) of the Code and with applicable law and plan terms, it shall provide continued coverage to the Executive relating under its group medical and dental plans, at the Company’s cost subject only to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the Executive’s payment of the employee portion (determined on the same basis as applied to the Executive on the date of termination. ) plus any required administrative fee, or (bB) Should if the Company elect in its discretion determines that it cannot provide continued coverage on the basis described in clause (A), it shall instead provide continued coverage to enter into such an independent consulting agreement with the extent required by the so-called “COBRA” coverage continuation rules and shall pay to the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for same time as it pays the first severance payment under clause (i)(A), a period of six months from the termination date, lump sum equal in its reasonable estimation to what would have been its premium cost under clause (ii)(A) had clause (ii)(A) applied. It shall be paid in accordance with the Company's payroll practice then in effect. If the Executive elects a condition to continue medical insurance coverage after the termination date in accordance with the provisions any obligation of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment under this Section 5(d) or Section 5(e) below, other than for Cause. The the Company's ’s obligation to provide any of pay the amounts Final Compensation, that the Executive shall have signed and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory returned to the Company, releasing not later than forty-five (45) days after the date of termination (or by such earlier date as the Company may specify), a release of claims in the form attached as Exhibit C (the “Release of Claims”) and that seven days after the delivery of such Release of Claims shall have elapsed without the Executive’s having revoked the Release of Claims. The Release of Claims creates legally binding obligations on the part of the Executive, and the Company and its employees and agents from any claims arising from or related Affiliates therefore advise the Executive to seek the Executive's employment or advice of an attorney before signing the Release of Claims. Provided the foregoing conditions to payment are satisfied, the severance from employment pay described in Section 5(d)(i) above shall be paid commencing with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through first payroll that follows the date of terminationtermination by sixty (60) days, with the first such payment to include all amounts that would have been paid under Section 5(d)(i) had payment commenced with the first payroll after termination of employment. In the event that Executive is entitled to receive benefits upon termination under any other agreement with, or plan or policy of, the Company (an “alternative severance arrangement”), the provisions of such alternative severance arrangement shall be given effect, if at all, (A) so as not to duplicate the benefits payable hereunder, and (ii) only to the extent they do not result in an impermissible acceleration or deferral of any benefits payable hereunder that are subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Severance Pay to which the Executive is entitled hereunder shall be payable on a pro-rated basis at the Company’s regular payroll periods and in accordance with its normal payroll practices.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon written notice to the Executive. In the event of such terminationtermination during the term hereof, it is agreed by in addition to Final Compensation and between the Company and the Executive provided that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability benefits are payable to the Executive relating to his employment or this Agreementunder a separate severance agreement as a result of such termination, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six (6) months from following the date of termination, or until such time as the Executive secures other employment, whichever is earlier, the Company shall continue to pay the Executive his Base Salary at the rate in effect on the date of termination, provided however in the event that, during said six-month period following date of term, the Executive commences employment payable at a rate less than $300,000 per year, the Company agrees that, for the period commencing upon the Executive acceptance of said employment and concluding on the date that is six-month following his termination date, the Company shall continue to pay Executive the base salary reduced by the amount of compensation received by the Executive in such new employment during said period. Any obligation of the Company to the Executive hereunder, other than for Final Compensation, shall be paid expressly conditioned on the Executive’s execution of a general release of claims in the form attached to this Agreement as Exhibit A (the “Release of Claims”) within twenty-one days following the date the Executive’s employment is terminated (or such longer period as the Company shall determine it is required by law to permit the Executive to consider the Release of Claims) and upon the Executive not revoking such Release of Claims thereafter. Severance Pay to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company's payroll practice then in effect. If , 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 date the Executive elects to continue medical insurance coverage after the termination date returns a timely and effective Release of Claims. The Release of Claims required for separation benefits in accordance with Section 5(d) hereof will create legally binding obligations on the provisions part of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject toExecutive, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to Affiliates therefore advise the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through seek the date advice of terminationan attorney before signing it.

By the Company Other than for Cause. (a) The Company may terminate the Executive's Employee’s employment and this Agreement hereunder other than for Cause at any time. In Provided that the event of such terminationconditions set forth in this Section 5(d) are met, it is agreed by and between if the Company terminates Employee’s employment other than for Cause, the Company shall pay Employee an aggregate amount, less all lawful withholdings and deductions, equal to eighteen (18) months of Employee’s base salary at the Executive time of Employee’s termination (“Severance”)(provided that they will enter into such offset would not an independent consulting agreement— impermissible change in the terms time or form of which will be any payments subject to negotiation at Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The payment of Severance is subject to the following conditions: (i) Employee shall not be entitled to any Severance under this Section 5(d) if termination of Employee is due to the death or disability of Employee; (ii) any obligation of the Company to provide Employee any Severance is conditioned on Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such time other period as the Executive's employment is terminated under Company may provide, after the Company has given Employee the written form of the Release requested; and (iii) if Employee violates any of the covenants in Sections 7 of this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveAgreement, the Company shall have no further obligation or liability to pay Employee any Severance and Employee shall immediately remit to the Executive relating to his employment or this Agreement, other than Company the full amount of any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should Severance paid by the Company elect not to enter into such an independent consulting agreement with Employee. The Severance payment will be payable in equal installments over eighteen (18) months on the Company’s ordinary payroll days, beginning on the first payroll date following the sixtieth (60th) day after the Executive’s termination, provided that the Executive will be entitled has timely executed and returned the Release to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreementby such date. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject in addition to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability any Final Compensation due to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation the following (the “Severance Benefits”): (i) the Company will pay the Executive severance pay, at the same rate as the Base Salary rate Salary, for twelve (12) months following the date of termination of her employment (the “Severance Period”); (ii) during the Severance Period, provided the Executive elects and remains eligible for COBRA (or mini-COBRA), the Company will pay the Executive a period monthly taxable amount equal to the portion of six the Executive’s health insurance premiums that the Company paid immediately prior to the date of termination (the “Monthly Contribution”); and (iii) if such termination occurs concurrent with or within twelve (12) months from following, or in connection with but within the termination datethree (3) months prior to, a Change of Control, the Company will pay the Executive an amount equal to her then current Target Bonus, payable in substantially equal monthly installments during the Severance Period. Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in the form (which shall be provided by the Company within seven (7) days following the date of termination, which shall exclude nonwaivable claims and the Executive’s rights to Final Compensation and which shall not require the Executive to agree to post-employment obligations not specifically set forth in this Agreement) by the deadline specified therein, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in material respects with the obligations of the Executive to the Company and its Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, all Severance Benefits to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company's payroll practice then , 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 effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in effectall events be paid in the later taxable year. If the Executive elects to continue medical insurance coverage after the termination date The Release of Claims required for Severance Benefits in accordance with this Section 5(d) creates legally binding obligations on the provisions part of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then Executive and the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to therefore advises the Executive upon termination to seek the advice of employment other than for Cause. The Company's obligation to provide any an attorney before signing the Release of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this AgreementClaims. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (ai) The Company may terminate this Agreement at any time prior to the Employment Date upon notice to the Executive's employment . In the event of such termination, the Company will pay to the Executive an amount equal to the Starting Bonus plus One Million Dollars ($1,000,000) as liquidated damages and shall have no further obligations to the Executive hereunder. (ii) The Company may terminate this Agreement other than for Cause at any timetime during the term hereof upon notice to the Executive. In the event of such termination, it is agreed by in addition to Final Compensation and between provided that no benefits are payable to the Executive under a separate severance agreement or severance plan as a result of such termination, the Company and will provide the Executive, as Severance Pay, eighteen (18) months of Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive that they will enter into an independent consulting agreement— on the terms date of which will be subject termination, shall continue to negotiation at such time as contribute to the cost of the Executive's employment participation in the Company's group medical and dental plans for the period of eighteen (18) months from the date of termination or, if less, until he becomes eligible for coverage under the health plan of another employer, provided that he is terminated eligible for such continued participation under applicable law and plan terms. In the event that Executive is eligible for benefits under a separate severance agreement or severance plan, payments provided under this provision. At a minimum, Section 5.d.ii shall be reduced by the parties agree that the independent consulting agreement will provide for payment amount of $10,000 per month for consulting services for a term such benefits. (iii) Any obligation of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating under this Section 5.d is conditioned upon the Executive signing a release of claims in the form provided by the Company (the "Release of Claims") within twenty-one days (or such greater period as the Company may specify) following the later of the date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of this Agreement or the date the Executive receives a copy of the Release of Claims and upon the Executive not revoking the Release of Claims in a timely manner thereafter. Any Severance Pay to his employment which the Executive is entitled under Section 5.d.ii shall be payable in accordance with the normal payroll practices of the Company for its executives and will begin at the Company's next regular payday which is at least five (5) business days following the later of the effective date of the Release of Claims or this Agreementthe date the Release of Claims, other than any Base Salary earned signed by the Executive, is received by the Company, but unpaid and accrued but unused vacation through shall be retroactive to the next business day following the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may ----------------------------------- terminate the Executive's employment and this Agreement other than for Cause at any time. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period the remainder of six months from the termination dateInitial Term or, if extended in accordance with Section 2, the remainder of the extended term, to be paid in accordance with the Company's payroll practice then in effecteffect (the "Salary Continuation Period"). If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his the Employer portion of Executive's monthly COBRA premium payments for the period of salary continuation payments Salary Continuation Period or until he Executive accepts other employment, whichever occurs first. Should Executive's COBRA eligibility cease prior to the end of the Salary Continuation Period, the Company agrees to purchase, on Executive's behalf, medical insurance coverage substantially equivalent, as determined by the Company, to the coverage previously provided under COBRA for the remaining portion of the Salary Continuation Period or until Executive accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any and all claims arising from or related to the Executive's employment or severance separation from employment with the Company, including any claims arising from this Agreement. . Notwithstanding the foregoing, this Section 5.3 shall be of no force or effect, and shall therefore be inapplicable, during any time in which Executive's employment is at-will (c) Should as discussed in Section 2). If Executive is terminated by the Company and Executive, despite goodother than for Cause as an at-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Companywill employee, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, Company shall have no further obligation or liability to the Executive relating to his the Executive's employment or this Agreement, other than any for Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon thirty (30) days’ written notice to the Executive. In If the event Company terminates Executive’s employment other than for Cause, in addition to Final Compensation and any Final Bonus, the Executive shall be entitled to severance equal to twelve (12) months of the Base Salary ($350,000) if the Executive is terminated during the Term (the “Severance Payment”), provided that if benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, it the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(d) (provided that such offset would not an impermissible change in the time or form of any payments subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). The payment of Severance is agreed by and between subject to the following conditions: (i) Executive shall not be entitled to any Severance Payment under this Section 5(d) if termination of Executive is due to the death or disability of Executive; (ii) any obligation of the Company to provide Executive any Severance Payment is conditioned on Executive signing and delivering to the Executive that they will enter into Company an independent consulting agreement— the terms effective release of which will be subject to negotiation at claims (“Release”) within twenty-one (21) calendar days, or such time other period as the Executive's employment is terminated under Company may provide, after the Company has given Executive the written form of the Release requested; and (iii) if Executive violates any of the covenants in Section 7 of this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveAgreement, the Company shall have no further obligation or liability to pay Executive any Severance Payment and Executive shall immediately remit to the Executive relating Company the full amount of any Severance paid by the Company to his employment or this AgreementExecutive. Any Severance Payment will be payable in equal installments over six (6) months on the Company’s ordinary payroll days, other than any Base Salary earned but unpaid and accrued but unused vacation through beginning on the first payroll date of following the sixtieth (60th) day after the Executive’s termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's Employee’s employment and this Agreement hereunder other than for Cause at any time. In Provided that the event of such terminationconditions set forth in this Section 5(d) are met, it is agreed by and between if the Company terminates Employee’s employment other than for Cause, the Company shall pay Employee an aggregate amount, less all lawful withholdings and deductions, equal to eighteen (18) months of Employee’s base salary at the Executive that they will enter into an independent consulting agreement— the terms time of which will be Employee’s termination (“Severance”). The payment of Severance is subject to negotiation at the following conditions: (i) Employee shall not be entitled to any Severance under this Section 5(d) if termination of Employee is due to the death or disability of Employee; (ii) any obligation of the Company to provide Employee any Severance is conditioned on Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such time other period as the Executive's employment is terminated under Company may provide, after the Company has given Employee the written form of the Release requested and (iii) if Employee violates any of the covenants in Sections 7 or 8 of this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveAgreement, the Company shall have no further obligation or liability to pay Employee any Severance and Employee shall immediately remit to the Company the full amount of any Severance paid by the Company to Employee. If benefits are payable to the Executive relating under a separate severance agreement or an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(d). The Severance will be payable according to his employment the Company’s normal payroll practices, with the first payment being made on the Company’s next regular payroll period which is at least eight (8) business days following the later of the effective date of the Release or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement with Release is timely received by the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid Company. Each payment made in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions this Section 5(d) shall be treated as a separate payment for purposes of Section 409A of the Consolidated Omnibus Reconciliation Act Internal Revenue Code of 1985 1986, as amended ("COBRA"the “Code”), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation extent Code Section 409A applies to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreementsuch payments. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. A termination of the Executive’s employment that occurs on the last day of the term of this Agreement following the Company’s notice to the Executive of non-renewal of the term hereof under Section 2 hereof shall be treated as a termination by the Company other than for Cause. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will shall be subject entitled to negotiation at such time as the Executive's employment is terminated under this provision. At a minimumFinal Compensation, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executiveand, in addition, the Company shall have no further obligation or liability pay the Executive an amount equal to two (2) times the sum of (x) the Base Salary at the rate in effect on the date of termination plus (y) the Target Bonus for the year of termination, which shall be annualized in the case of a termination of employment during 2009 (the “Severance Amount”). The Severance Amount shall be paid to the Executive relating in twenty-four (24) equal monthly installments as further provided for below. Any obligation of the Company to his the Executive under this Section 5 (including in the event of a termination of employment due to death or Disability), other than for Final Compensation, is conditioned on (A) the Executive, or the Executive’s Designated Beneficiary, signing and returning to the Company (without revoking) a timely and effective release of claims in the form attached hereto as Exhibit C, by the deadline specified therein, which in all events shall be no later than the forty fifth (45th) calendar day following the date of termination (any such release submitted by such deadline, the “Release of Claims”), (B) the Executive not engaging in an intentional or materially harmful violation of Section 7, 8 or 9(b) of this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through (C) the date of termination. (b) Should the Company elect not to enter into such an independent consulting agreement Executive’s continued compliance with the Executivecovenants contained in Section 9(a) of this Agreement (subsections (B) and (C) collectively, the “Compliance Condition”). Subject to Section 5(g) below, severance pay to which the Executive will is entitled hereunder shall be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid payable in accordance with the normal payroll practices of the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance , with the provisions 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 sixty (60) calendar days from the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"date the Executive’s employment terminates. Other than the tax gross-up payment described in Section 5(a)(iii), then which shall be paid at the Company time provided in Section 4(g) above, and the business expenses described in Section 5(a)(iv), Final Compensation shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations be paid to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. within sixty (c60) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through following the date of terminationtermination of employment.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon notice to the Executive. In the event of such termination, it is agreed by (i) the Executive shall be entitled to Final Compensation and between the Unpaid Bonus, (ii) the Company and shall pay the Executive that they will enter into an independent consulting agreement— amount (the “Severance Amount”) equal to the sum of (x) twenty-four (24) months of the Base Salary at the rate in effect on the date of termination plus (y) the Pro Rata Bonus for the year of termination, (iii) in accordance with the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) Should the Company elect not to enter award agreements entered into such an independent consulting agreement in connection with the ExecutiveTransition Award, the Executive will be entitled to salary continuation at receive the Base Salary rate for a period of six months from the termination datePro Rata Transition Award, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 and ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts iv) all other employment, whichever occurs first. The Company shall have no other obligations equity awards previously granted to the Executive upon that are still outstanding but unvested shall be forfeited as provided in the applicable award agreement. The Severance Amount shall be paid to the Executive in a lump sum as further provided for below. Any obligation of the Company to the Executive under this Section 5 (including in the event of a termination of employment due to death or Disability), other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject toFinal Compensation, and is conditioned upon, on (A) the Executive's execution of , or the Executive’s Designated Beneficiary, signing and returning to the Company (without revoking) a full timely and effective release of claims satisfactory to in the Companyform attached hereto as Exhibit B, releasing by the Company deadline specified therein, which in all events shall be no later than the forty fifth (45th) calendar day following the date of termination (any such release submitted by such deadline, the “Release of Claims”), (B) the Executive not engaging in an intentional or materially harmful violation of Section 7, 8 or 9(b) of this Agreement, and its employees and agents from any claims arising from or related to (C) the Executive's employment or severance from employment ’s continued compliance with the Company, including any claims arising from covenants contained in Section 9(a) of this Agreement. Agreement (csubsections (B) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company(C) collectively, the Company“Compliance Condition”). The Severance Amount, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, Final Compensation and the Unpaid Bonus shall have no further obligation or liability be paid to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through within sixty (60) days following the date of terminationtermination of employment.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon thirty (30) days’ written notice to the Executive. In If the event Company terminates Executive’s employment other than for Cause, in addition to Final Compensation and any Final Bonus, the Executive shall be entitled to severance equal to six (6) months of the Base Salary ($300,000) if the Executive is terminated during the Term (the “Severance Payment”), provided that if benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, it the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(d) (provided that such offset would not an impermissible change in the time or form of any payments subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). The payment of Severance is agreed by and between subject to the following conditions: (i) Executive shall not be entitled to any Severance Payment under this Section 5(d) if termination of Executive is due to the death or disability of Executive; (ii) any obligation of the Company to provide Executive any Severance Payment is conditioned on Executive signing and delivering to the Executive that they will enter into Company an independent consulting agreement— the terms effective release of which will be subject to negotiation at claims (“Release”) within twenty-one (21) calendar days, or such time other period as the Executive's employment is terminated under Company may provide, after the Company has given Executive the written form of the Release requested; and (iii) if Executive violates any of the covenants in Section 7 of this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveAgreement, the Company shall have no further obligation or liability to pay Executive any Severance Payment and Executive shall immediately remit to the Executive relating Company the full amount of any Severance paid by the Company to his employment or this AgreementExecutive. Any Severance Payment will be payable in equal installments over six (6) months on the Company’s ordinary payroll days, other than any Base Salary earned but unpaid and accrued but unused vacation through beginning on the first payroll date of following the sixtieth (60th) day after the Executive’s termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.

By the Company Other than for Cause. (a) The Company may terminate the Executive's ’s employment and this Agreement hereunder other than for Cause at any timetime upon thirty (30) days’ written notice to the Executive. In If the event Company terminates Executive’s employment other than for Cause, in addition to Final Compensation and any Final Bonus, the Executive shall be entitled to severance equal to six (6) months of the Base Salary ($450,000) if the Executive is terminated during the Term (the “Severance Payment”), provided that if benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, it the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(d) (provided that such offset would not an impermissible change in the time or form of any payments subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). The payment of Severance is agreed by and between subject to the following conditions: (i) Executive shall not be entitled to any Severance Payment under this Section 5(d) if termination of Executive is due to the death or disability of Executive; (ii) any obligation of the Company to provide Executive any Severance Payment is conditioned on Executive signing and delivering to the Executive that they will enter into Company an independent consulting agreement— the terms effective release of which will be subject to negotiation at claims (“Release”) within twenty-one (21) calendar days, or such time other period as the Executive's employment is terminated under Company may provide, after the Company has given Executive the written form of the Release requested; and (iii) if Executive violates any of the covenants in Section 7 of this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with ExecutiveAgreement, the Company shall have no further obligation or liability to pay Executive any Severance Payment and Executive shall immediately remit to the Executive relating Company the full amount of any Severance paid by the Company to his employment or this AgreementExecutive. Any Severance Payment will be payable in equal installments over six (6) months on the Company’s ordinary payroll days, other than any Base Salary earned but unpaid and accrued but unused vacation through beginning on the first payroll date of following the sixtieth (60th) day after the Executive’s termination. (b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement. (c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.