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

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, as compensation for his satisfying of those conditions, shall be entitled to the following: (i) the Company shall either (i) pay the Executive a Final Pro-Rated Bonus for the benefits fiscal year in which the Date of Termination occurs, payable at the time annual bonuses are paid to Company executives generally under an its executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a incentive plan or, if later, on the present value to tenth (10th) business day following the Executive later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is greater, received by the Chair of the Board on behalf of the Company; (ii) continue to pay the Company shall provide the Executive his Base Salary, at compensation for the rate in effect on the date of termination, until the conclusion of a period of twelve eighteen (1218) months following the Date of Termination at the rate of one-twelfth of the Base Salary per month, commencing on the next regular Company payday for its executives that is at least five (5) business days following the later of the effective date of termination. In additionthe Release of Claims or the date the Release of Claims, the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to signed by the Executive, if anyis received by the Chair of the Board, under but with the Executive Incentive Plan for first payment being retroactive to the last full fiscal year preceding day immediately following the year in which the Executive’s employment is terminatedDate of Termination; and shall also, until (iii) the conclusion of a period of twelve (12) months following the date of termination, Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the Executive’s earliest to occur of the conclusion of the period defined in clause (ii) immediately above or the date the Executive becomes eligible for participation in health and dental plans of another employer or the date the Executive ceases to be eligible for participation under the Company’s group medical health and dental insurance plansplans under COBRA; provided, provided however, that in order to be eligible for the Company’s payments hereunder the Executive is entitled and each of his qualified beneficiary must elect in a timely manner to continue such participation coverage under applicable law the Company’s health and plan termsdental plans under COBRA. Any equity in the LLC held by the Executive on the Date of Termination shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes Executive’s rights with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may indemnification shall be acceleratedin accordance with Section 12 hereof.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination during the Employment Term or a Renewal Term, then, the Company shall either (i) shall pay Executive (A) the Executive the benefits payable under Final Payment and (B) severance pay in an executive severance plan, if such a plan is in place on the date amount equal to eighteen (18) months of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on at the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum plus an amount equal to the higher of Target Bonus and (xii) the Executive’s target incentive bonus under the shall continue, while Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid receiving severance pay hereunder, to contribute to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation by Executive and his eligible dependents in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsterms and pays the remainder of the premium cost from month to month in accordance with the schedule established by the Company. The Any obligation of the Company will also provide to Executive under clause (i) or (ii) hereof, however, shall be reduced by any other payments from the Company to which Executive with is entitled as a result of termination (exclusive of any Final Payment due) and is conditioned on Executive signing, in a timely manner, an outplacement assistance benefit effective release of claims in the form of a lumpprovided by the Company (the “Employee Release”) in the form attached hereto as Exhibit X. Xxxxxxxxx pay and Target Bonus to which Executive is entitled hereunder shall be payable pro-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, rata at the sole discretion Company’s regular payroll periods during the eighteen (18) month period immediately following termination of Executive’s employment, with the first payment being made on the Company’s next regular payday following the later of the Compensation Committee effective date of the BoardEmployee Release in the form attached hereto as Exhibit A or the date it is received by the Company, any unvested options but retroactive to purchase Company stock may be acceleratedthe next business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve eighteen (1218) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to 150% of the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s 's employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; and shall also, until the conclusion of a period of twelve eighteen (1218) months following the date of termination, pay the full premium cost of the Executive’s 's participation in the Company’s 's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s 's employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s 's participation in the Company’s 's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s death or disability), in addition to any Final Compensation due to the Executive, subject to Section 6 below, the Company shall either provide the Executive the following (in the aggregate, the “Severance Benefits”): (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) Company will continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, (ii) the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target annual cash incentive bonus under the Executive Incentive Plan Company’s annual cash incentive program for the year in which the Executive’s employment is terminated or (y) the actual annual cash incentive bonus paid to the Executive, if any, under the Executive Incentive Plan Company’s annual cash incentive program for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and , (iii) the Company shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plansplans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The terms and timely and properly elects to receive COBRA continuation coverage, and (iv) the Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make the Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the higher of (i) benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, or (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, until the conclusion of a period of twelve (12) months following the date of termination, the Company shall pay (A) continue to make payments to the Executive under the Executive Incentive Plan; and, (B) pay the full premium cost of the Executive's participation in one lump sum an amount the Company's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The payment(s) described in subparagraph (A) shall be equal to the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; , and shall also, until the conclusion of be pro-rated for any period less than a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsyear. The Company will also provide the Executive with an outplacement assistance benefit in the form through a firm of its choice at a lump-sum payment of cost not to exceed $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit15,000. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Company Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, as compensation for her satisfying those conditions, shall either be entitled to the following: (i) The Company shall pay the Executive a Final Pro-Rated Bonus for the benefits fiscal year in which the Date of Termination occurs, payable at the time annual bonuses are paid to Company executives generally under an its executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a incentive plan or, if later, on the present value sixtieth (60th) day after the Date of Termination (subject to the Executive is greater, Section 5(h) hereof). (ii) continue to The Company shall pay the Executive his Base Salarycompensation for the period of Eighteen (18) months following the Date of Termination, at the rate in effect of one-twelfth of the Base Salary per month, commencing on the date sixtieth (60th) day after the Date of terminationTermination (subject to Section 5(h) hereof), until but with the conclusion of a period of twelve (12) months first payment being retroactive to the day immediately following the date Date of termination. In addition, the Termination. (iii) The Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the Executive’s earliest to occur of (A) the expiration of eighteen (18) months following the Date of Termination, (B) the date the Executive becomes eligible for participation in health and dental plans of another employer or (C) the date the Executive ceases to be eligible for participation under the Company’s group medical health and dental insurance plansplans under COBRA; provided, provided that however, that, in order to be eligible for the Company’s payments hereunder, the Executive is entitled and each qualified beneficiaries must elect in a timely manner to continue such participation coverage under applicable law the Company’s health and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerateddental plans under COBRA.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation and in lieu of any benefits which might otherwise be payable to the Executive under a separate severance agreement as a result of such termination, then, until the conclusion of a period equal to eighteen (18) months following the date of termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his the Base Salary, Salary at the rate in effect on the date of terminationtermination and, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay subject to any employee contribution applicable to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following on the date of termination, pay shall continue to contribute to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termslaw. The In addition, the Company will also provide 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 an outplacement assistance benefit 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 occurs (determined by pro-rating the accrued bonus for the fiscal year in which the termination of employment occurs through the date of termination). Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release of a lump-sum payment Claims”). The Release of $15,000 plus 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 additional lump-sum payment attorney before signing it. Base Salary to which the Executive is entitled hereunder shall be payable in an amount sufficientaccordance with the normal payroll practices of the Company, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, will begin at the sole discretion Company’s next regular payroll period which is at least five business days following the later of the Compensation Committee effective date of the BoardRelease of Claims or the date the Release of Claims, any unvested options signed by the Executive, is received by the Company, but the first payment shall be retroactive to purchase Company stock may be acceleratednext business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company shall either will (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greaterseverance pay, (ii) continue to pay at the Executive his same rate as the Base Salary, at the rate in effect on the date of termination, until the conclusion of for a period of twelve (12) months following the date of termination. In additiontermination of the Executive’s employment, the Company shall (ii) pay to the Executive in one lump sum an amount equal to the higher of Executive’s Target Bonus (xclauses (i) and (ii), collectively, the “Severance Payments”) and (iii) continue to pay, on the Executive’s target incentive bonus under behalf, the Executive Incentive Plan premiums required to be paid for the year in which the Executive’s employment is terminated continued participation in the Company’s health care benefit plan, including existing spousal or (y) the actual incentive bonus paid to the Executivefamily health care coverage, if anyselected, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, 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 6(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 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, pay and on the full premium cost Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of the Executive’s participation in employment, including, without limitation, under Sections 8, 9 and 10 of this Agreement. Subject to Section 6(g) below, (A) the Company’s group medical and dental insurance plans, provided that Severance Payments to which the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit hereunder shall be in the form of a lump-sum payment salary continuation, payable in accordance with the normal payroll practices of $15,000 plus an additional lump-sum payment the Company, and (B) the Healthcare Payments shall be paid monthly, and in an amount sufficientboth cases of (A) and (B), after giving effect to all federal, state and other taxes with respect to such additional the first payment, which shall be retroactive to make Executive whole the day immediately following the date on which the Executive’s employment terminated, being due and payable on the Company’s next regular payday for all taxes executives that follows the expiration of sixty (including withholding taxes60) calendar days from the date on such outplacement assistance benefitwhich the Executive’s employment terminates. FurthermoreNotwithstanding the foregoing, at in the sole discretion event the Healthcare Payments would, in the determination of the Compensation Committee Board or its delegate, subject the Executive, the Company or any of its Affiliates 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 BoardInternal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any unvested options to purchase Company stock may be acceleratedsuch adverse consequences under the ACA or Section 105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company shall either will (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greaterseverance pay, (ii) continue to pay at the Executive his same rate as the Base Salary, at the rate in effect on the date of termination, until the conclusion of for a period of twelve (12) months following the date of termination. In additiontermination of the Executive’s employment, the Company shall (ii) pay to the Executive in one lump sum an amount equal to the higher of Executive’s Target ​ Bonus (xclauses (i) and (ii), collectively, the “Severance Payments”) and (iii) continue to pay, on the Executive’s target incentive bonus under behalf, the Executive Incentive Plan premiums required to be paid for the year in which the Executive’s employment is terminated continued participation in the Company’s health care benefit plan, including existing spousal or (y) the actual incentive bonus paid to the Executivefamily health care coverage, if anyselected, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, 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 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 substantially the form attached hereto as Exhibit B (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, pay and on the full premium cost Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of the Executive’s participation in employment, including, without limitation, under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, (A) the Company’s group medical and dental insurance plans, provided that Severance Payments to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to continue such participation under applicable law the day immediately following the date on which the Executive’s employment terminated, being due and plan termspayable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Executive’s employment terminates. The Company will also provide Notwithstanding the Executive with an outplacement assistance benefit foregoing, in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment event the Healthcare Payments would, in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion determination of the Compensation Committee Board or its delegate, subject the Executive, the Company or any of its Affiliates 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 BoardInternal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any unvested options to purchase Company stock may be acceleratedsuch adverse consequences under the ACA or Section 105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s death or disability), in addition to any Final Compensation due to the Executive, subject to Section 6 below, the Company shall either provide the Executive the following (in the aggregate, the “Severance Benefits”): (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) Company will continue to pay the Executive his her Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, (ii) the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target annual cash incentive bonus under the Executive Incentive Plan Company’s annual cash incentive program for the year in which the Executive’s employment is terminated or (y) the actual annual cash incentive bonus paid to the Executive, if any, under the Executive Incentive Plan Company’s annual cash incentive program for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and , (iii) the Company shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plansplans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The terms and timely and properly elects to receive COBRA continuation coverage, and (iv) the Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make the Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. (i) The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon written notice to the Executive. . (ii) In the event of the Executive’s Separation from Service (as defined below) pursuant to this Section 5(d), in addition to Final Compensation, the Executive will be entitled to the following payments and benefits, provided that the Executive satisfies all conditions to such terminationentitlement, including without limitation, continued compliance with the Restrictive Covenants and signing and returning to the Company a timely and effective Separation Agreement in accordance with subsection (iii) below: (A) For the period of the twenty-four (24) months following the Termination Date (the “Termination Period”), the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his the Base Salary, Salary at the rate in effect on the date of terminationTermination Date, until the conclusion of a period of twelve (12) months following the date of termination. In additionand, the Company shall pay subject to any employee contribution applicable to the Executive in one lump sum an amount equal on the Termination Date, shall continue to contribute to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plansplans at the same rate as is in effect for active employees of the Company (the “Company’s Contribution Amount”), provided that the Executive is entitled to continue such participation under applicable law laws and plan terms. The If Executive is not permitted to continue such participation, then Company will also provide shall pay to medical and dental insurance providers designated by the Executive with the Company’s Contribution Amount during the Termination Period. (B) Executive shall be paid the Annual Bonus at Target Bonus at the rate in effect on the Termination Date for both (I) the Company’s fiscal year in which the Termination Date occurs and (II) the immediately following Company fiscal year. Such bonuses shall be payable at the same time as bonuses are paid to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an outplacement assistance benefit additional tax on the Executive or his estate under Section 409A, then such bonus shall be payable no later than the end of the applicable Section 409A short-term deferral payment date within two and a half (2.5) months following the later of (x) the Executive’s tax year or (y) the Company’s tax year in which Termination Date occurs. (iii) Any obligation of the Company to the Executive hereunder, other than for his Final Compensation, is conditioned, however, on the Executive’s timely and effective execution of a separation agreement in a reasonable form provided by the Company that will include the form of a lump-sum payment release included with this Agreement as Exhibit A, by the deadline specified therein (the “Separation Agreement”) and delivering it to the Company not later than the deadline specified therein, which shall not be later than the sixtieth (60th) calendar day following the date of $15,000 plus an additional lump-sum payment his Separation from Service. Subject to Section 5(g) below, severance pay to which the Executive is entitled hereunder shall be payable in an amount sufficientaccordance with the normal payroll practices of the Company, after giving effect to all federal, state and other taxes with respect to such additional the first payment, which shall be retroactive to make Executive whole the day immediately following the Termination Date, being due and payable on the Company’s next regular payday for all taxes executives that follows the expiration of sixty (including withholding taxes60) calendar days from the Termination Date. The Release of Claims required for separation benefits in accordance with this Section 5(d) or Section 5(e) creates legally binding obligations on such outplacement assistance benefit. Furthermore, at the sole discretion part of the Compensation Committee Executive and the Company therefore advises the Executive to seek the advice of the Board, any unvested options to purchase Company stock may be acceleratedan attorney before signing it.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company shall either will (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greaterseverance pay, (ii) continue to pay at the Executive his same rate as the Base Salary, at the rate in effect on the date of termination, until the conclusion of for a period of twelve (12) months following the date of termination. In additiontermination of the Executive’s employment, the Company shall (ii) pay to the Executive in one lump sum an amount equal to the higher of Executive’s Target Bonus (xclauses (i) and (ii), collectively, the “Severance Payments”) and (iii) continue to pay, on the Executive’s target incentive bonus under behalf, the Executive Incentive Plan premiums required to be paid for the year in which the Executive’s employment is terminated continued participation in the Company’s health care benefit plan, including existing spousal or (y) the actual incentive bonus paid to the Executivefamily health care coverage, if anyselected, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, 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 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 substantially the form attached hereto as Exhibit B (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, pay and on the full premium cost Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of the Executive’s participation in employment, including, without limitation, under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, (A) the Company’s group medical and dental insurance plans, provided that Severance Payments to which the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit hereunder shall be in the form of a lump-sum payment salary continuation, payable in accordance with the normal payroll practices of $15,000 plus an additional lump-sum payment the Company, and (B) the Healthcare Payments shall be paid monthly, and in an amount sufficientboth cases of (A) and (B), after giving effect to all federal, state and other taxes with respect to such additional the first payment, which shall be retroactive to make Executive whole the day immediately following the date on which the Executive’s employment terminated, being due and payable on the Company’s next regular payday for all taxes executives that follows the expiration of sixty (including withholding taxes60) calendar days from the date on such outplacement assistance benefitwhich the Executive’s employment terminates. FurthermoreNotwithstanding the foregoing, at in the sole discretion event the Healthcare Payments would, in the determination of the Compensation Committee Board or its delegate, subject the Executive, the Company or any of its Affiliates 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 BoardInternal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any unvested options to purchase Company stock may be acceleratedsuch adverse consequences under the ACA or Section 105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s death or disability), in addition to any Final Compensation due to the Executive, subject to Section 6 below, the Company shall either provide the Executive the following (in the aggregate, the “Severance Benefits”): (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) Company will continue to pay the Executive his his/her Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve six (126) months following the date of termination. In addition, (ii) the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target annual cash incentive bonus under the Executive Incentive Plan Company’s annual cash incentive program for the year in which the Executive’s employment is terminated or (y) the actual annual cash incentive bonus paid to the Executive, if any, under the Executive Incentive Plan Company’s annual cash incentive program for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and , (iii) the Company shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plansplans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The terms and timely and properly elects to receive COBRA continuation coverage, and (iv) the Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make the Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon sixty (60) 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 six (6) 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 six (6) months after the Effective Date, in addition to any Final Compensation due to the Executive, the Company shall either will pay the Executive (i) pay severance pay, at the Executive same rate as the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of for a period of twelve (12) months following the date of termination. In additiontermination of her employment, the Company shall pay to the Executive in one lump sum (ii) an amount equal to the higher of one (x1) times the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan Annual Bonus for the last full completed fiscal year preceding (together with the year payments of Base Salary in which the foregoing clause (i), the “Severance Payments”), (iii) a Pro-Rata Bonus, and (iv) continued payment on Executive’s employment is terminated; and shall also, until behalf of the conclusion of 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 (the “Healthcare Payments” and collectively with the Pro-Rata Bonus and the Severance Payments, the “Severance Benefits”) . 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 terminationtermination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, pay however, on the full premium cost 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) calendar day following the date of termination and on the Executive’s participation in continued compliance with the Company’s group medical obligations of the Executive to the Company and dental insurance plansits Affiliates that survive termination of her employment, provided that 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 to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit hereunder shall be in the form of a lump-sum payment salary continuation, payable in accordance with the normal payroll practices of $15,000 plus an additional lump-sum payment the Company, and (B) the Healthcare Payments shall be paid monthly, and in an amount sufficient, after giving effect to all federal, state and other taxes both cases with respect to such additional the first payment, which shall be retroactive to make Executive whole the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payday for all taxes executives that follows the expiration of sixty (including withholding taxes60) on 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 Company or any of its Affiliates 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 Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any such outplacement assistance benefitadverse consequences under the ACA or Section 105(h). Furthermore, The Pro-Rata Bonus will be paid in a lump sum at the sole discretion of time that annual bonuses for the Compensation Committee of applicable fiscal year are paid by the Board, any unvested options to purchase Company stock may be acceleratedgenerally.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination after the Start Date, the Company shall either (i) pay the Executive the higher of (i) benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, or (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, until the conclusion of a period of twelve (12) months following the date of termination (if such termination is after the Start Date), the Company shall pay (A) continue to make payments to the Executive under the Executive Incentive Plan; and, (B) pay the full premium cost of the Executive's participation in one lump sum an amount the Company's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The payment(s) described in subparagraph (A) shall be equal to the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; , and shall also, until the conclusion of be pro-rated for any period less than a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsyear. The Company will also provide the Executive with an outplacement assistance benefit in through a firm of its choice at a cost not to exceed $15,000.00. In addition, if within twelve (12) months following such termination, the form Executive relocates from the State of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficientNew York back to Ireland, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole the Company shall pay for all taxes reasonable relocation expenses, as determined by the Company, associated with such relocation (including withholding taxes) on such outplacement assistance benefitthe "Relocation Benefit"). Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.