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 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 provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then until the conclusion of a period of six (6) months following the date of termination, the Company shall 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 on the date of termination, shall continue to 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 and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the "Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d) 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 to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and will begin at the 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 the date the Release of Claims, signed by the Executive, is received by the Company, but the first payment shall be retroactive to next business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment hereunder other than for Cause at any time upon written notice to the Executive. In the event of such terminationtermination 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, then until the conclusion of for a period of six twelve (612) months 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 the his Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to 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 and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company to the Executive hereunder is conditionedhereunder, howeverother than for Final Compensation, upon shall be expressly conditioned on the Executive signing and returning to the Company Executive’s execution of a timely and effective general release of claims in the form provided by the Company 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, 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 returns a timely and effective Release of Claims. The Release of Claims required for separation benefits in accordance with Section 5(d) or Section 5(e) hereof creates will create 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 to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and will begin at the 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 the date the Release of Claims, signed by the Executive, is received by the Company, but the first payment shall be retroactive to next business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation and provided that no benefits are payable Compensation, the Executive, as compensation for his satisfying of those conditions, shall be entitled to the following: (i) the Company shall pay the Executive a Final Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at the time annual bonuses are paid to Company executives generally under a separate severance agreement as a result its executive incentive plan or, if later, on the tenth (10th) business day following the later of such terminationthe effective date of the Release of Claims or the date the Release of Claims, then until signed by the conclusion Executive, is received by the Chair of a the Board on behalf of the Company; (ii) the Company shall provide the Executive compensation for the period of six eighteen (618) months following the date Date of termination, Termination at the Company shall continue to pay the Executive rate of one-twelfth of the Base Salary at the rate in effect per month, commencing on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to 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 and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the "Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d) 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 to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's next regular payroll period which Company payday for its executives that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the CompanyChair of the Board, but with the first payment being retroactive to the day immediately following the Date of Termination; and (iii) the Company will pay the full premium cost of health and dental plan coverage for the Executive and his qualified beneficiaries until the 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 health and dental plans under COBRA; provided, however, that in order to be eligible for the Company’s payments hereunder the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. Any equity in the LLC held by the Executive on the Date of Termination shall be retroactive governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable. The Executive’s rights with respect to next business day following the date of terminationindemnification shall be in accordance with Section 12 hereof.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment 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 provided that no benefits are payable to the Executive under a separate severance agreement as a result of such terminationCompensation, then until the conclusion of a the period of six twenty-four (624) months following the date of terminationtermination (the “Severance Pay Period”), the Company shall 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 on the date of termination, shall continue to contribute to the premium cost of the Executive's ’s participation in the Company's ’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms and provided that terms. In addition, the Company's obligation Company shall pay the Executive a bonus (the “Termination Bonus”) equal to contribute to such premium cost shall terminate two times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date that of termination, or (ii) the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company Annual Bonus paid to the Executive hereunder is conditionedin respect of the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in respect of the preceding fiscal year, $0). The Termination Bonus shall be payable in two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, upon that no Termination Bonus payment shall be made until the Executive signing and returning to later of the Company a timely and effective release date of claims in the form provided Employee Release or the date the Employee Release, signed by the Company (the "Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d) 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 itis received by Xxxxx X. Xxxxxxx. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, Company and will begin at the Company's ’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Release of ClaimsEmployee Release, signed by the Executive, is received by the CompanyXxxxx X. Xxxxxxx, but the first payment shall be retroactive to the next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder. For the avoidance of doubt, in connection with a termination of Executive’s employment hereunder by the Company other than for Cause, Executive shall not, pursuant to this Agreement, forfeit any vested equity securities of the Company then owned by the Executive or forfeit the right to exercise any vested stock options that are intended to remain exercisable by the Executive, in accordance with their terms, following the date of termination of Executive’s employment hereunder, but all such equity securities (including any such vested stock options) shall remain subject to the terms and conditions (including, without limitation, any expiration provisions, repurchase rights or other provisions providing for the repurchase, termination, cancellation or forfeiture of such equity securities) of any applicable award document, plan document, stockholder agreement or other document or arrangement then in effect relating to such equity securities.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment 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 provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then until the conclusion of a period of six (6) months following the date of terminationCompensation, the Company shall continue to pay provide the Executive severance pay equal to the sum of the Base Salary at the rate in effect on the date of termination andand the Target Bonus (“Severance Pay”), subject payable in approximately equal installments at the Company’s regular paydays for its executives during the period from the date of termination through the one-year anniversary thereof; provided, however, that if required pursuant to any employee contribution applicable Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of such payments shall be adjusted as necessary to the Executive comply with Section 409A. In addition, on the date of termination, shall continue the Company will cause to contribute to the premium cost become vested that portion of the Executive's participation Option which would have vested by passage of time during the period from the date of termination through the one-year anniversary thereof, had the Executive remained in the Company's group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end employ of the six-month periodCompany during that period (the “Accelerated Shares”). Any obligation of the Company to the Executive hereunder is conditioned, however, upon on the Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company attached hereto as Attachment A (the "Release of Claims"“Employee Release”). The Release of Claims required for separation benefits in accordance with Section 5(d) or Section 5(e) hereof creates legally binding obligations on the part first installment 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 to which the Executive is entitled hereunder Severance Pay shall be due and payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period payday which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Release of ClaimsEmployee Release, signed by the Executive, is received by the Company, but the first payment shall be retroactive to the next business day following the date of termination; provided, however, that if required by Section 409A, the first installment of the Severance Pay shall be due and payable at the Company’s first regular payday as permitted pursuant to Section 409A. Also, although vested on the date of termination, the Accelerated Shares shall not be exercisable until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Company.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment hereunder other than for Cause at any time upon written notice to the Executive. In the event of such terminationtermination 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, then until the conclusion of for a period of six (6) months 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 the his Base Salary at the rate in effect on the date of termination andtermination, subject to any employee contribution applicable to provided however in the event that, during said six-month period following date of term, the Executive on commences employment payable at a rate less than $300,000 per year, the date of terminationCompany agrees that, shall continue to contribute to for the premium cost of the Executive's participation in the Company's group medical and dental plans, provided that period commencing upon the Executive is entitled to continue such participation under applicable law acceptance of said employment and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate concluding on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the 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 is conditionedhereunder, howeverother than for Final Compensation, upon shall be expressly conditioned on the Executive signing and returning to the Company Executive’s execution of a timely and effective general release of claims in the form provided by the Company 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, 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 returns a timely and effective Release of Claims. The Release of Claims required for separation benefits in accordance with Section 5(d) or Section 5(e) hereof creates will create 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 to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and will begin at the 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 the date the Release of Claims, signed by the Executive, is received by the Company, but the first payment shall be retroactive to next business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment 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 provided that no benefits are payable to all obligations under the Executive under a separate severance agreement as a result of such termination, then until the conclusion of a period of six (6) months following the date of terminationSigning Bonus Agreement, the Company shall continue to pay provide the Executive severance pay equal to the sum of the Base Salary at the rate in effect on the date of termination andand the Target Bonus (“Severance Pay”), subject payable in approximately equal installments at the Company’s regular paydays for its executives during the period from the date of termination through the one-year anniversary thereof (the “Severance Period”); provided, however, that if required pursuant to any employee contribution applicable Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of such payments shall be adjusted as necessary to comply with Section 409A. For the duration of the Severance Period, the Company shall also continue to pay the Executive that portion of the premiums towards his family health and dental insurance policies that it was paying to him immediately prior to his termination (the “Medical Benefits”). In addition, on the date of termination, shall continue the Company will cause to contribute to the premium cost become vested that portion of the Executive's participation Option and Restricted Shares which would have vested by passage of time during the period from the date of termination through the one-year anniversary thereof, had the Executive remained in the Company's group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end employ of the six-month periodCompany during that period (the “Accelerated Shares”). The Severance Pay, Medical Benefits and Accelerated Shares shall hereinafter be referred to as the “Severance Benefits.” Any obligation of the Company to pay the Executive hereunder Severance Benefits is conditioned, however, upon on the Executive timely signing and returning to the Company a timely and effective release of claims in the form provided by the Company attached hereto as Attachment A (the "Release of Claims"“Employee Release”). The Release of Claims required for separation benefits in accordance with Section 5(d) or Section 5(e) hereof creates legally binding obligations on the part first installment 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 to which the Executive is entitled hereunder Severance Pay shall be due and payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period payday which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Release of ClaimsEmployee Release, signed by the Executive, is received by the Company, but the first payment shall be retroactive to the next business day following the date of termination; provided, however, that if required by Section 409A, the first installment of the Severance Pay shall be due and payable at the Company’s first regular payday as permitted pursuant to Section 409A. Also, although vested on the date of termination, the Accelerated Shares shall not be exercisable until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Company.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment hereunder other than for Cause at any time upon notice to the Executive. In Should such termination occur subsequent to the event closing of such terminationthe Series B financing round or its equivalent, 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, then until the conclusion of a period of six (6) months following the date of terminationCompensation, the Company shall continue provide Executive severance pay equal to pay the Executive sum of the Base Salary at the rate in effect on the date of termination andand the Target Bonus (“Severance Pay”), subject payable in approximately equal installments at the Company’s regular paydays for its executives during the period from the date of termination through the one (1) year anniversary thereof; provided, however, that if required pursuant to any employee contribution applicable Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of such payments shall be adjusted as necessary to the Executive on comply with Section 409A. The Company shall also pay executive all accrued compensation and pro-rated bonus through the date of termination, shall continue to 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 and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company to the Executive hereunder is conditioned, however, upon the on Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the "Release of Claims")claims. The Release of Claims required for separation benefits in accordance with Section 5(d) or Section 5(e) hereof creates legally binding obligations on the part first installment 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 to which the Executive is entitled hereunder Severance Pay shall be due and payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period payday which is at least five (5) business days following the later of the effective date of the Employee Release of Claims or the date the Release of ClaimsEmployee Release, signed by the Executive, is received by the Company, but the first payment shall be retroactive to the next business day following the date of termination; provided, however, that if required by Section 409A, the first installment of the Severance Pay shall be due and payable at the Company’s first regular payday as permitted pursuant to Section 409A. Should the Company terminate executive other than for cause, Company shall be obligated to offer to purchase all Company stock beneficially owned by executive at the most recent per-share price of any class of stock concurrent with termination. If Company does not comply with this obligation to purchase, termination other than for cause shall not take effect. Executive, at his sole option, may elect to sell some or all shares beneficially held pursuant to such offer.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 4(g)(i) and as otherwise provided herein, then, in addition to Final Compensation and provided Compensation, the Executive, as compensation for her satisfying those conditions, shall be entitled to earn the following (in the aggregate, “ Post-Employment Compensation”): (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that no benefits year are payable paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(g) below, spans two taxable years, the payment shall occur in the second taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(g) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(g) hereof at any time during the six-month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under a separate severance agreement as a result of such termination, then until the conclusion of a period of six this paragraph (6) months following the date of termination, the Company ii). Such monthly payments shall continue to pay the Executive the Base Salary at the rate in effect commence on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to 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 and plan terms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the "Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d) 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 to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's next regular payroll period which Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Companyperson designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(g) below, spans two taxable years, the payment shall occur in the second taxable year), but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) If the Executive satisfies the Release of Claims requirement in Section 4(g)(i), then the Company will pay the full premium cost of health and dental plan coverage for Executive and her qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in Section 4(g) hereof, (B) the expiration of six (6) months following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of her qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) 25% of Executive’s outstanding unvested awards shall vest and, if the awards require exercise, be exercisable for a period of three (3) months following termination of employment, and 25% of the remaining undelivered shares shall be retroactive to next business day following the date delivered for such awards that are of terminationstock units, including restricted stock units.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment 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 provided that no benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, then until the conclusion of a period of six twelve (612) months following the date of termination, the Company shall 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 if the Executive is enrolled in the Company’s medical and dental plans on the date of termination, shall continue to contribute to the premium cost of the Executive's participation in the Company's group medical termination and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms terms, if the Executive elects to continue his participation and provided that of his eligible dependents in those plans for a period of time under the Company's obligation to contribute to such premium cost shall terminate on federal law known as “COBRA,” then, until the conclusion of the twelve (12) month period following the Executive’s termination (“Benefit Continuation Period”), or, if earlier, until the date that the Executive becomes eligible to enroll in receive comparable benefits from a subsequent employer, the group medical and dental plans of a new employer if this occurs prior Company will reimburse Executive an amount equal to the end COBRA premium cost of the six-month periodExecutive’s coverage and that of his eligible dependents under those plans. The Executive is required to notify the Company immediately if he becomes eligible for comparable coverage through subsequent employment during the Benefit Continuation Period and to repay promptly any excess contributions made by the Company. Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the "Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d“Employee Release”) within twenty-one days (or Section 5(esuch greater period as the Company may specify) hereof creates legally binding obligations on following the part later of the Executive, and the Company and its Affiliates therefore advise date on which the Executive to seek (or, in the advice case of an attorney before signing ittermination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release and upon the Executive not revoking the Employee Release in a timely manner thereafter. Base Salary to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, Company and will begin at the Company's ’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 the date the Release of Claims, signed by the Executive, is received by the CompanyEmployee Release, but the first payment shall be retroactive to next business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment 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 provided that no benefits are payable to the Executive under a separate severance agreement as a result of such terminationCompensation, then until the conclusion of a the period of six twelve (612) months following the date of terminationtermination (the “Severance Pay Period”), the Company shall 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 on the date of termination, shall continue to contribute to the premium cost of the Executive's ’s participation in the Company's ’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms and provided that terms. In addition, the Company's obligation Company shall pay the Executive a bonus (the “Termination Bonus”) equal to contribute to such premium cost shall terminate the lesser of (i) 60% of the Executive’s Base Salary in effect on the date that of termination, or (ii) the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company Annual Bonus paid to the Executive hereunder is conditionedin the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable at the time during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, upon that no Termination Bonus payment shall be made until the Executive signing and returning to later of the Company a timely and effective release date of claims in the form provided Employee Release or the date the Employee Release, signed by the Company (the "Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d) or Section 5(e) hereof creates legally binding obligations on the part of the Executive, and is received by the Company and its Affiliates therefore advise Chair of the Executive to seek the advice of an attorney before signing itBoard. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, Company and will begin at the Company's ’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Release of ClaimsEmployee Release, signed by the Executive, is received by the CompanyChair of the Board, but the first payment shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive's employment hereunder other than for Cause at any time upon sixty (60) days' notice to the Executive. During such sixty (60) day notice period, the Company may require that the Executive cease performing some or all of Executive's duties and responsibilities and/or not be present at any or all time(s) at the Company's headquarters offices and/or other facilities. In the event of such termination, in the following provisions shall apply: i. In addition to Final Compensation and provided that no benefits are payable the Accrued Benefits, the Company shall, subject to the Executive under a separate severance agreement as a result remaining provisions of such termination, then this Section 5(d): A. until the conclusion of a period of six twelve (612) months following the date of terminationtermination of the Executive's employment hereunder, the Company shall (1) continue to pay the Executive the Base Salary at the rate in effect on the date of termination andand (2) pay the Executive an amount equal to the Section 4(b) annual incentive bonus at target payable in equal installments at the same time Base Salary hereunder is paid (each such payment being hereinafter referred to as a "Severance Payment"); B. if Executive elects to exercise his COBRA continuation rights to continue his Company sponsored group health and dental plan benefits, subject to any employee contribution generally applicable to senior level executives actively employed by the Company, continue to contribute to the premium cost of the Executive's participation, and that of Executive's eligible dependents, in the Company's group health and dental plans, provided that the Executive and such dependents are entitled to continue such participation under applicable law and plan terms, but not to exceed twelve (12) months; C. pay to the Executive the award under Section 4(b) for the performance period in which the date of termination occurs, based on actual performance for the entire period; provided, however, that such award shall be subject to a pro-rata reduction to reflect the portion of the performance period following the date of termination, shall and with payment to be made at the regularly scheduled time for payment of such amounts to executives of the Company; D. subject to any employee contribution generally applicable to senior level executives actively employed by the Company, continue to contribute to the premium cost of the Executive's participation in the Company's group medical and dental planslife insurance plan, provided that the Executive is entitled to continue such participation under applicable law and plan terms terms, but not to exceed twelve (12) months; and E. pay for costs and provided that expenses of outplacement services selected by the Executive and reasonably acceptable to the Company's obligation , up to contribute to such premium a maximum cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end Company of Twenty-Five Thousand Dollars ($25,000.00) with payment to be made by the six-month periodCompany to the outplacement vendor upon the submission to the Company of documentation reasonably satisfactory to the Company evidencing the incurrence of such costs and expenses within sixty (60) days following Executive's date of termination. ii. Any obligation of the Company to the Executive hereunder is conditioned, however, (A) upon the Executive signing a waiver and returning to the Company a timely and effective release of claims agreement in a form utilized by the form provided by Company for senior level executives of the Company (the "Release of ClaimsEMPLOYEE RELEASE"). The Release of Claims required for separation benefits in accordance with Section 5(d) within twenty-one days (or Section 5(e) hereof creates legally binding obligations on the part of the Executive, and such greater period as the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney before signing it. Base Salary to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's next regular payroll period which is at least five business days 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 employment or the date the Executive receives a copy of the Employee Release, (B) upon the Executive not revoking the Employee Release in a timely manner thereafter, and (C) upon the Executive meeting Executive's obligations under Section 6(c) hereof. The Employee Release shall be furnished to Executive as soon as practical after the date on which the Company or the Executive receives the notice of termination, but in no event later than the latest date that will insure that the revocation period referred to above will expire not later than March 1 of the year following the year in which the Executive's employment is terminated, and upon the effective date of the Release of Claims or the date the Release of ClaimsEmployee Release, signed by the Executive, is received by the Company, but the first payment shall be retroactive to next business day following all Severance Payments that would have been paid on payroll dates since the date of terminationtermination shall be paid to the Executive in a lump sum. iii. In order to satisfy the requirements of Section 409A, the following shall apply to the time of payment of the Severance Payments: A. Each Severance Payment shall be treated as a separate payment for purposes of Section 409A. B. The aggregate amount of all Severance Payments, if any, payable after March 15 of the year following the year that includes the termination date(the "Short Term Deferral Date"), but before the date that is six months after the termination date (the "Six Month Date") (such period of time being hereinafter referred to as the "409A Limitation Period") shall not exceed two times the lesser of (1) the Base Salary on the last day of the year immediately preceding the year that includes the termination date or (2) the limit in effect under Section 401(a)(17) of the Code during the year that includes the termination date (the "409A Limit"). For avoidance of doubt, if the Six Month Date occurs before the Short Term Deferral Date, there shall be no 409A Limitation Period and the provisions of this Section 5(d)(iii)(B) and Section 5(d)(iii)(C) shall not apply. C. To the extent the sum of the Severance Payments payable during the 409A Limitation Period would otherwise exceed the 409A Limit, such payments shall be reduced, in reverse order of payment, to the extent necessary so that the sum does not exceed the 409A Limit, and the amount by which the Severance Payments are reduced will be paid to Executive in a lump sum, without interest, six months after the termination date. However, if Executive dies during such period, the 409A Limit shall not apply to payments to the Executive's beneficiary (and the amount by which any payments to the Executive were reduced shall be paid to the beneficiary as soon as practical after Executive's death.). D. All Severance Payments other than Severance Payments that either (1) are paid before the Short Term Deferral Date, or (2) are paid after the Short Term Deferral Date but do not exceed in the aggregate the 409A Limit (whether or not the provisions of Section 5(d)(iii)(B) and (C) apply), are hereinafter referred to as "409A Severance Payments." 409A Severance Payments are considered deferred compensation subject to Section 409A, and such payment shall in no event be paid at a time other than that provided in Section 5(d)(i), as modified by Section 5(d)(iii)(C), if applicable. For this purpose, Severance Payments paid after the Short Term Deferral Date shall not be considered 409A Severance Payments until the cumulative total of such Severance Payments, in chronological order of payment, exceeds the 409A Limit. The Severance Payment that causes the cumulative total of such Severance Payments to exceed the 409A Limit shall be considered a 409A Severance Payments to the extent of such excess, and all subsequent Severance Payments shall be 409A Severance Payments. iv. Notwithstanding the provisions of this Section 5(d), however, in the event that, within a reasonable time (which time shall not exceed ninety (90) days) following termination of the Executive's employment by the Company hereunder, the Board determines in good faith that circumstances existed which would have constituted a basis for termination of the Executive's employment for Cause, the Executive's employment will be deemed to have been terminated for Cause in accordance with Section 5(c) hereof.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment 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 provided that no benefits are payable to the Executive under a separate severance agreement as a result of such terminationCompensation, then until the conclusion of a the period of thirty-six (636) months following the date of terminationtermination (the “Severance Pay Period”), the Company shall 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 on the date of termination, shall continue to contribute to the premium cost of the Executive's ’s participation in the Company's ’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms and provided that terms. In addition, the Company's obligation Company shall pay the Executive a bonus (the “Termination Bonus”) equal to contribute to such premium cost shall terminate three times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date that of termination, or (ii) the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. Any obligation of the Company Annual Bonus paid to the Executive hereunder is conditionedin the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in three equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, upon that no Termination Bonus payment shall be made until the Executive signing and returning to later of the Company a timely and effective release date of claims in the form provided Employee Release or the date the Employee Release, signed by the Company (the "Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d) 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 itis received by W. Xxxxxx Xxxx. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, Company and will begin at the Company's ’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Release of ClaimsEmployee Release, signed by the Executive, is received by the CompanyW. Xxxxxx Xxxx, but the first payment shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive's ’s employment 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 provided that no benefits are payable to the Executive under a separate severance agreement as a result of such terminationCompensation, then until for the conclusion of a period of six two (62) months years following the date of terminationtermin­ation, the Company shall continue to 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, and (B) the Executive’s target Annual Bonus determined in accordance with Section 4(b) hereof and (ii) subject to any employee contribution applicable to the Executive on the date of termination, the Company shall continue to contribute to the premium cost of the Executive's ’s participation in the Company's ’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms and provided that pays the Company's obligation to contribute to remainder of such premium cost shall terminate on the date that the Executive becomes eligible cost, and any required administrative fee, in a timely manner from month to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month periodmonth. Any obligation of the Company to the Executive hereunder is conditioned, however, upon on the Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the "“Release of Claims"”). The Release of Claims required for separation benefits in accordance with Section 5(d) or Section 5(e) hereof creates legally binding obligations on the part of the Executive, Executive and the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney before signing itthe Release of Claims. Base Salary 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 the its normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period which is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Company, but the first payment shall be retroactive to next business day following the date of termination. In the event that Executive is entitled to receive benefits upon termination under any other agreement with, or plan or policy of, the Company, he shall be entitled to receive either the benefits under this Agreement or under such other agreement, but not both, on an individual benefit basis, as he selects (“No Duplication of Benefits”).