Common use of Change in Control Payment Clause in Contracts

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event If a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”)occurs, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagementagreement, in substantially the form attached hereto as Attachment Exhibit A (the “Separation Agreement and Release”) ), and the Separation Agreement and Release becoming irrevocable, all within 60 sixty (60) days after the Date of Termination or end of the Cure Period Termination, then the following shall occur: (a) the Company Eastern shall pay to the Executive an amount equal to the sum of three (3) times (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if highergreater), and plus (ii) a pro rata portion the greater of (x) the Executive’s targeted annual bonus for the year in which the Termination Event occurs and (y) the average of the Executive’s target bonus bonuses for the fiscal three (3) years immediately preceding the year in which the termination of employment Termination Event occurs, determined by multiplying payable in one lump-sum payment, less applicable tax withholdings, within sixty (60) days following the target bonus by a fraction, the numerator Date of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365;Termination (as hereinafter defined); and (b) if the Executive was participating in the CompanyEastern’s group health plan and dental plans immediately prior to the Date of Termination Executive’s termination and elects COBRA health continuation continuation, then the Company Eastern shall pay to the Executive a lump sum paymentmonthly cash payment for eighteen (18) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company Eastern would have made to provide health and dental insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything Eastern. Eastern shall use commercially reasonable efforts to the contrary provide for such payments in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by a manner that allows the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of to exclude such payments from income, unless the Executive’s Date COBRA health continuation period ends prior to the end of Termination conditioned upon the eighteen-month payment period or Eastern reasonably determines such payment to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, if a court of competent jurisdiction or an arbitrator determines that during his employment or within twenty-four (24) months thereafter, the Executive willfully and materially failed to substantially comply with any restrictive covenant contained in the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable or willfully and materially failed to substantially comply with any material obligation under this Section 4 Agreement, the Executive shall be obligated promptly to refund the net amount of any payments or benefits paid out in or provided under the terms of this Agreement after payment of all federal, state, and local income, excise and employment taxes imposed on the Executive as a lump sum commencing within 60 days after result of the Date Executive’s receipt of Termination; providedthe payments, howeversuch net amount to be determined by taking into account any federal, that if state, or local income, excise, or employment tax benefits or relief available to the 60-day period begins in one calendar year and ends in Executive as a second calendar year, the amounts shall be paid in the second calendar year by the last day result of such 60-day periodrepayment. All other wages earned, including, but not limited to, accrued vacation, Eastern may take appropriate legal action to seek to recover any such payments and benefits from the Date of Termination shall be paid on the Date of TerminationExecutive or his estate.

Change in Control Payment. In the event a Terminating Event occurs on in connection with, related to or within the 12 months immediately after six-month period before or the 12-month period following the effective date of a Change in Control (such 12-month period, and provided the “Change in Control Period”), subject to the Executive signing Employee enters into and complies with a separation and release agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”accordance with Section 4(d) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period below, the following shall occur: (a) the Company shall pay to the Executive Employee an amount equal to the sum of (i) 9 months of two times the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the ExecutiveEmployee’s annual base salary in effect immediately prior to the Change in Control, if higher), and Control plus (ii) two times the Average Bonus, payable in a pro rata portion single lump-sum payment on the Date of Termination, subject to the Executiveprovisions of Section 4(d) and 7(a). For purposes of this provision, the “Average Bonus” is determined as the average annual bonus earned under the annual incentive plan in which the Employee participates immediately prior to the Date of Termination and paid by the Company to the Employee for performance in the three fiscal years preceding the Date of Termination (excluding any special or one-time bonuses or any amounts not attributable to the applicable annual incentive plan). If the Employee did not receive a bonus (or received a prorated bonus) in any of those three preceding fiscal years due to the Employee commencing employment with the Company, the applicable period of employment (i.e. the other one or two years of bonuses) shall be used to calculate the average. If the Employee is terminated prior to having been paid any bonus with respect to a fiscal year, then the Employee’s Average Bonus will be calculated with respect to such fiscal year based on the Employee’s target bonus for under the fiscal year Employee’s Annual Incentive Plan (or any successor annual bonus program) or other applicable annual incentive plan in which the termination Employee participates immediately prior to the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365;Termination; and (b) if the Executive Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) then the Company shall pay to the Executive Employee a lump sum paymentmonthly cash payment for 12 months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive Employee if the Executive Employee had remained employed by the Company;; and (c) notwithstanding anything to a pro rata annual bonus for the contrary fiscal year in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by which the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon occurs, based on the Separation Agreement and Release becoming irrevocable; andCompany’s actual performance, which pro rata bonus, if any, shall be paid to the Employee at such time as bonuses are paid to other similarly situated employees of the Company. In no event, however, shall such bonus be paid to the Employee later than 90 days following the close of the taxable year in which the Date of Termination occurs, subject to Section 7(a). (d) the amounts payable The Change in Control payments and benefits under this Section 4 shall be paid are expressly conditioned on (i) the Employee timely executing and returning a general release of all claims arising out of his employment with, and termination of employment from, the Company in a lump sum commencing within 60 form provided by the Company (the “General Release”) and (ii) the revocation period specified in such General Release expiring no later than sixty (60) days after the Date date on which the Employee’s employment terminated (or prior to the end of Termination; provided, however, that if such shorter period specified in such General Release) and without the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid Employee exercising his right of revocation as set forth in the second calendar year by the last day of such 60-day periodGeneral Release. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination The Change in Control payments and benefits hereunder shall be paid on the Date Company’s next regular payroll date following the effective date of Terminationthe General Release, or, if the number of days for execution of the General Release and any revocation period thereunder spans two calendar years, the Company’s next regular payroll period following the later of the effective date of the General Release or the first business day of the second calendar year.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months three-fourths of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of an amount equal to the Executive’s target average annual bonus for over the two fiscal year years (or such shorter period to the extent necessary to reflect the Executive’s actual length of service or the time in which the termination Company had a bonus plan) immediately prior to the Change in Control, payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive was participating shall continue to participate in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation dental program for nine months; provided, then the Company shall pay to the Executive a lump sum paymenthowever, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide continuation of health insurance to benefits under this Section shall reduce and count against the Executive if Executive’s rights under the Executive had remained employed by the Company;Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (c) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Terminating Event, all stock options and other stock-based awards with time-based vesting held granted to the Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the effective date of such Terminating Event. (d) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six months after the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and Termination, (dii) the Executive’s death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts payable under that would otherwise have been paid during the first six-month period but for the application of this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination4(d).

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive Employee signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entitiesentities (but other than claims or future claims (i) for the payments to be made, benefits to be provided and equity awards to be accelerated to or with regard to the Employee pursuant to this Agreement, (ii) for indemnification at law, pursuant to the Company’s certificate of incorporation and/or by-laws, any other written agreement between the Company and the Employee, and any governing document concerning a group benefit plan provided by or sponsored by the Company and in which the Employee is a participant, administrator or fiduciary, (iii) as the holder of securities of the Company, or (iv) for insurance coverage or costs of defense available to the Employee under any policy maintained by the Company), confidentiality, return of property and non-disparagement, in a form and manner reasonably satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive Employee an amount equal to the sum of (i) 9 12 months of the ExecutiveEmployee’s annual base salary in effect immediately prior to the Terminating Event (or the ExecutiveEmployee’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive Employee a lump sum paymentmonthly cash payment for 12 months, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive Employee (and his eligible dependents) if the Executive Employee had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive Employee shall immediately accelerate and become fully exercisable and or nonforfeitable as of the ExecutiveEmployee’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocableTermination; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive an amount equal to one times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year Change in which the Executive was employed by the Company and the denominator of which shall be 365Control occurred; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive a lump sum paymentmonthly cash payment for 12 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;; and (c) notwithstanding anything Except to the contrary extent expressly set forth in any applicable option agreement or stock-based award agreementagreement entered into on or after the Effective Date, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and or nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; andTermination. (d) the amounts payable under this Section 4 shall be paid out in a lump sum substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period. All other wages earned; provided, includingfurther, but not limited to, accrued vacation, that the initial payment shall include a catch-up payment to cover amounts retroactive to the Date of Termination shall be paid on day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Change in Control Payment. In the event If a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”)occurs, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagementagreement, in substantially the form attached hereto as Attachment Exhibit A (the “Separation Agreement and Release”) ), and the Separation Agreement and Release becoming irrevocable, all within 60 sixty (60) days after the Date of Termination or end of the Cure Period Termination, then the following shall occur: (a) the Company Eastern shall pay to the Executive an amount equal to the sum of two (2) times (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if highergreater), and plus (ii) a pro rata portion the greater of (x) the Executive’s targeted annual bonus for the year in which the Termination Event occurs and (y) the average of the Executive’s target bonus bonuses for the fiscal three (3) years immediately preceding the year in which the termination of employment Termination Event occurs, determined by multiplying payable in one lump-sum payment, less applicable tax withholdings, within sixty (60) days following the target bonus by a fraction, the numerator Date of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365;Termination (as hereinafter defined); and (b) if the Executive was participating in the CompanyEastern’s group health plan and dental plans immediately prior to the Date of Termination Executive’s termination and elects COBRA health continuation continuation, then the Company Eastern shall pay to the Executive a lump sum paymentmonthly cash payment for eighteen (18) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company Eastern would have made to provide health and dental insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything Eastern. Eastern shall use commercially reasonable efforts to the contrary provide for such payments in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by a manner that allows the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of to exclude such payments from income, unless the Executive’s Date COBRA health continuation period ends prior to the end of Termination conditioned upon the eighteen-month payment period or Eastern reasonably determines such payment to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, if a court of competent jurisdiction or an arbitrator determines that during his employment or within twenty-four (24) months thereafter, the Executive willfully and materially failed to substantially comply with any restrictive covenant contained in the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable or willfully and materially failed to substantially comply with any material obligation under this Section 4 Agreement, the Executive shall be obligated promptly to refund the net amount of any payments or benefits paid out in or provided under the terms of this Agreement after payment of all federal, state, and local income, excise and employment taxes imposed on the Executive as a lump sum commencing within 60 days after result of the Date Executive’s receipt of Termination; providedthe payments, howeversuch net amount to be determined by taking into account any federal, that if state, or local income, excise, or employment tax benefits or relief available to the 60-day period begins in one calendar year and ends in Executive as a second calendar year, the amounts shall be paid in the second calendar year by the last day result of such 60-day periodrepayment. All other wages earned, including, but not limited to, accrued vacation, Eastern may take appropriate legal action to seek to recover any such payments and benefits from the Date of Termination shall be paid on the Date of TerminationExecutive or his estate.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to two times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to on the date of the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for Target Bonus as in effect on the fiscal year date of the Terminating Event (or the Executive’s Target Bonus in which effect immediately prior to the termination Change in Control, if higher), payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay continue to provide to the Executive a lump sum paymentcertain benefits, in an amount equal to 12 times including without limitation health, dental and life insurance benefits, on the monthly employer contribution that the Company would have made to provide health insurance to the Executive if same terms and conditions as though the Executive had remained employed an active employee for 24 months, except that all costs and insurance premiums shall be paid by the Company; (c) notwithstanding the Company shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(b), such benefits to be determined as though the Executive’s employment had terminated at the end of such period; (d) the Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive; and (e) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards with time-based vesting held granted to Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day effective date of such 60Change in Control. Executive shall also be entitled to any other rights and benefits with respect to stock-day period. All other wages earned, including, but not limited to, accrued vacationrelated awards, to the Date of Termination shall be paid on extent and upon the Date of Terminationterms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted.

Change in Control Payment. In the event of a Change in Control, except to the extent expressly set forth in any applicable option agreement or stock-based award agreement entered into on or after the Effective Date, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the date of the Change in Control. In addition, in the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive an amount equal to 1.5 times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year Change in which the Executive was employed by the Company and the denominator of which shall be 365Control occurred; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive a lump sum paymentmonthly cash payment for 18 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (dc) the amounts payable under this Section 4 shall be paid out in a lump sum substantially equal installments in accordance with the Company’s payroll practice over 18 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period. All other wages earned; provided, includingfurther, but not limited to, accrued vacation, that the initial payment shall include a catch-up payment to cover amounts retroactive to the Date of Termination shall be paid on day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to one times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to on the date of the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for Target Bonus as in effect on the fiscal year date of the Terminating Event (or the Executive’s Target Bonus in which effect immediately prior to the termination Change in Control, if higher), payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay continue to provide to the Executive a lump sum paymentcertain benefits, in an amount equal to 12 times including without limitation health, dental and life insurance benefits, on the monthly employer contribution that the Company would have made to provide health insurance to the Executive if same terms and conditions as though the Executive had remained employed an active employee for 18 months, except that all costs and insurance premiums shall be paid by the Company; (c) notwithstanding the Company shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(b), such benefits to be determined as though the Executive’s employment had terminated at the end of such period; (d) the Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive; and (e) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards with time-based vesting held granted to Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day effective date of such 60Change in Control. Executive shall also be entitled to any other rights and benefits with respect to stock-day period. All other wages earned, including, but not limited to, accrued vacationrelated awards, to the Date of Termination shall be paid on extent and upon the Date of Terminationterms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted.

Change in Control Payment. In the event If a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”)occurs, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagementagreement, in substantially the form attached hereto as Attachment Exhibit A (the “Separation Agreement and Release”) ), and the Separation Agreement and Release becoming irrevocable, all within 60 sixty (60) days after the Date of Termination or end of the Cure Period Termination, then the following shall occur: (a) the Company Eastern shall pay to the Executive an amount equal to the sum of two (2) times (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if highergreater), and plus (ii) a pro rata portion the greater of (x) the Executive’s targeted annual bonus for the year in which the Termination Event occurs and (y) the average of the Executive’s target bonus bonuses for the fiscal three (3) years immediately preceding the year in which the termination of employment Termination Event occurs, determined by multiplying payable in one lump-sum payment, less applicable tax withholdings, within sixty (60) days following the target bonus by a fraction, the numerator Date of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365;Termination (as hereinafter defined); and (b) if the Executive was participating in the CompanyEastern’s group health plan and dental plans immediately prior to the Date of Termination Executive’s termination and elects COBRA health continuation continuation, then the Company Eastern shall pay to the Executive a lump sum paymentmonthly cash payment for eighteen (18) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company Eastern would have made to provide health and dental insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything Eastern. Eastern shall use commercially reasonable efforts to the contrary provide for such payments in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by a manner that allows the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of to exclude such payments from income, unless the Executive’s Date COBRA health continuation period ends prior to the end of Termination conditioned upon the eighteen-month payment period or Eastern reasonably determines such payment to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, if a court of competent jurisdiction or an arbitrator determines that during his/her employment or within twenty-four (24) months thereafter, the Executive willfully and materially failed to substantially comply with any restrictive covenant contained in the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable or willfully and materially failed to substantially comply with any material obligation under this Section 4 Agreement, the Executive shall be obligated promptly to refund the net amount of any payments or benefits paid out in or provided under the terms of this Agreement after payment of all federal, state, and local income, excise and employment taxes imposed on the Executive as a lump sum commencing within 60 days after result of the Date Executive’s receipt of Termination; providedthe payments, howeversuch net amount to be determined by taking into account any federal, that if state, or local income, excise, or employment tax benefits or relief available to the 60-day period begins in one calendar year and ends in Executive as a second calendar year, the amounts shall be paid in the second calendar year by the last day result of such 60-day periodrepayment. All other wages earned, including, but not limited to, accrued vacation, Eastern may take appropriate legal action to seek to recover any such payments and benefits from the Date of Termination shall be paid on the Date of TerminationExecutive or his/her estate.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months one and one half of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of an amount equal to the Executive’s target average annual bonus for over the two fiscal year years (or such shorter period to the extent necessary to reflect the Executive’s actual length of service or the time in which the termination Company had a bonus plan) immediately prior to the Change in Control, payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive was participating shall continue to participate in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation dental program for eighteen months; provided, then the Company shall pay to the Executive a lump sum paymenthowever, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide continuation of health insurance to benefits under this Section shall reduce and count against the Executive if Executive’s rights under the Executive had remained employed by the Company;Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (c) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Terminating Event, all stock options and other stock-based awards with time-based vesting held granted to the Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the effective date of such Terminating Event. (d) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six months after the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and Termination, (dii) the Executive’s death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts payable under that would otherwise have been paid during the first six-month period but for the application of this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination4(d).

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) in addition to the Executive's accrued salary and the bonus amount accrued in respect of such Executive under the applicable annual bonus plan, each to the Date of Termination (collectively "Compensation Accruals"), the Company shall pay to the Executive an amount equal to the sum of (i) 9 months [50%/100%] of the Executive’s annual base salary 's Twelve-Month Cash Compensation, payable in effect immediately prior one lump sum payment no later than three days following the Date of Termination. For purposes hereof, "Twelve-Month Cash Compensation" shall mean the aggregate cash compensation paid to or accrued for the Terminating Event (Executive by the Company in the 12-month period preceding the date of a Change in Control or the Executive’s annual Date of Termination, whichever is greater, including base salary salary, incentive bonuses, Compensation Accruals and other similar cash payments and accruals; provided that, in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which event the Executive was has not been employed by the Company and the denominator of which for such preceding 12-month period, all such compensation shall be 365;annualized for purposes of calculating the Twelve-Month Cash Compensation of the Executive; and (b) if subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive was participating shall continue to participate in the Company’s 's group health, dental and vision program for the lesser of six months or the period for which the Executive is eligible to receive benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); provided, however, that the continuation of health plan immediately prior to benefits under this Section shall reduce and count against the Date of Termination and elects COBRA health continuation , then Executive's rights under COBRA; and (c) the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to all reasonable legal and arbitration fees and expenses incurred by the Executive if the Executive had remained employed in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Company;Executive; and (cd) notwithstanding anything to the contrary in any applicable option agreement agreement, restricted stock or other stock-based award agreement, all stock options and other options, restricted stock-based awards with time-based vesting held to the Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the Executive’s Date effective date of Termination conditioned such Terminating Event. The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the Separation Agreement and Release becoming irrevocableterms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (de) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive's separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), the Executive is considered a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment or benefit that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable or benefit shall be provided prior to the date that is the earliest of (i) six months and one day after the Executive's date of termination, (ii) the amounts payable under this Section 4 shall be paid out Executive's death (in a lump sum commencing within 60 days after the Date of Termination; providedwhich case, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the any amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date Executive's beneficiary or estate), or (iii) such other date as will cause such payment not to be subject to such interest, penalties and additional tax, and the initial payment or provision of Termination benefit shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the application of this Section 5(e). The parties intend that this Agreement will be paid on administered in accordance with Section 409A of the Date Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of Terminationthe Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive Employee signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entitiesentities (but other than claims or future claims (i) for the payments to be made, benefits to be provided and equity awards to be accelerated to or with regard to the Employee pursuant to this Agreement, (ii) for indemnification at law, pursuant to the Company’s certificate of incorporation and/or by-laws, any other written agreement between the Company and the Employee, and any governing document concerning a group benefit plan provided by or sponsored by the Company and in which the Employee is a participant, administrator or fiduciary, (iii) as the holder of securities of the Company, or (iv) for insurance coverage or costs of defense available to the Employee under any policy maintained by the Company), confidentiality, return of property and non-disparagement, in a form and manner reasonably satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive Employee an amount equal to the sum of (i) 9 12 months of the ExecutiveEmployee’s annual base salary in effect immediately prior to the Terminating Event (or the ExecutiveEmployee’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive Employee a lump sum paymentmonthly cash payment for 12 months, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive Employee (and her eligible dependents) if the Executive Employee had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive Employee shall immediately accelerate and become fully exercisable and or nonforfeitable as of the ExecutiveEmployee’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocableTermination; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”)Control, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive an a lump sum amount in cash equal to 1.5 times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year Change in which the Executive was employed by the Company and the denominator of which shall be 365;Control occurred. (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive a lump sum paymentmonthly cash payment for 18 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;; and (c) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and or nonforfeitable as of the Executive’s Date of Termination conditioned Termination. The Executive shall also be entitled to any other rights and benefits with respect to stock‑related awards, to the extent and upon the Separation Agreement and Release becoming irrevocable; and (d) terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. The amounts payable under this Section 4 shall be paid out in a lump sum commencing or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or (a) If within the 12 months immediately after a any Change in Control (such 12-month periodas hereinafter defined) of the Corporation, the “Change in Control Period”Executive’s employment with the Corporation is terminated by the Corporation without Cause (as hereinafter defined) or Executive terminates his employment for Good Reason (as hereinafter defined), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive be paid an amount equal to two (2) times the Executive’s base salary and bonus (not to include the exercise of any stock options) paid or scheduled to be paid under the Corporation’s or a subsidiary’s annual incentive plan in the calendar year of the Change in Control. Subject to Section 2(h), said sum shall be paid to the Executive in one lump sum on the 60th day following the Executive’s termination, provided that the Executive has executed and submitted a release of (i) 9 months claims and the statutory period during which Executive is entitled to revoke the release of claims has expired on or before that 60th day. In addition, all unexercised or unvested equity awards, or portions thereof, held by the Executive as of the date of termination shall vest or terminate and be exercisable in accordance with their terms. The termination of the Executive’s annual base salary employment hereunder shall not impair any rights of the Executive under any employee benefit or fringe benefit plans that have vested as of the date of termination, which said rights shall be administered after termination of employment in effect immediately prior accordance with the terms of such plans. The Corporation and the Executive intend that all benefits payable to the Terminating Event (or Executive as the Executive’s annual base salary in effect immediately prior to the result of a Change in Control, if higher)or for Good Reason whether payable under this Agreement or under any other benefit, compensation, or incentive plan or arrangement with the Executive or the Corporation, shall not be subject to the excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986 (iithe “Code”) a pro rata and shall be deductible by the Corporation. If all or any portion of the Executive’s target bonus for benefits payable to the fiscal year in which the termination of employment occursExecutive under this Agreement, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in either alone or together with other benefits to which the Executive was employed is entitled, constitute excess parachute payments within the meaning of Section 280G of the Code and are therefore subject to the excise tax imposed by Section 4999 of the Company Code or loss of the compensation deduction as the result of Section 280G of the Code, the Corporation and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution agree that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts benefits payable under this Section 4 Agreement shall be paid out reduced as necessary for the purpose of avoiding application of Sections 280G and 4999 of the Code. Any such reduction shall be made by the Corporation in a lump sum commencing within 60 days after its sole discretion consistent with the Date requirements of Termination; providedSection 409A of the Code. If, however, that if notwithstanding the 60-day period begins in one calendar year and ends in a second calendar yearinitial application of this Section 2, the amounts Internal Revenue Service determines that any covered payment constitutes an excess parachute payment (as defined by Section 280G(b) of the Code), this Section 2 will be reapplied based on the Internal Revenue Service’s determination, and the Executive will be required to promptly repay the portion of the covered payments required to avoid imposition of an excise tax. Any determination required under this Section 2, including whether any payments or benefits are parachute payments, shall be paid in the second calendar year made by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of TerminationCorporation in its sole discretion.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive Employee signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entitiesentities (but other than claims or future claims (i) for the payments to be made, benefits to be provided and equity awards to be accelerated to or with regard to the Employee pursuant to this Agreement, (ii) for indemnification at law, pursuant to the Company’s certificate of incorporation and/or by-laws, any other written agreement between the Company and the Employee, and any governing document concerning a group benefit plan provided by or sponsored by the Company and in which the Employee is a participant, administrator or fiduciary, (iii) as the holder of securities of the Company, or (iv) for insurance coverage or costs of defense available to the Employee under any policy maintained by the Company), confidentiality, return of property and non-disparagement, in a form and manner reasonably satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or end of such shorter time period set forth in the Cure Period Separation Agreement and Release), the following shall occur: (a) the Company shall pay to the Executive Employee an amount equal to the sum of (iA) 9 12 months of the ExecutiveEmployee’s annual base salary in effect immediately prior to the Terminating Event (or the ExecutiveEmployee’s annual base salary in effect immediately prior to the Change in Control, if higher), and ) plus (iiB) a pro rata portion of the ExecutiveEmployee’s target bonus for annual incentive compensation in effect immediately prior to the fiscal year Terminating Event (or the Covered Employee’s target annual incentive compensation in which effect immediately prior to the termination of employment occursChange in Control, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365if higher); (b) if the Executive Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive Employee a lump sum paymentmonthly cash payment for 12 months, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive Employee (and his eligible dependents) if the Executive Employee had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all solely time-based stock options and other stock-based awards with solely time-based vesting held by the Executive Employee shall immediately accelerate and become fully exercisable and or nonforfeitable as of the ExecutiveEmployee’s Date of Termination conditioned upon Termination; provided that any awards granted to the Separation Agreement Employee that are solely performance-based and/or performance and Release becoming irrevocabletime-based will be governed by the terms of the applicable award agreement; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned; provided further, including, but not limited to, accrued vacation, to that the Date of Termination payments under this Section 4 shall be reduced by the amount, if any, that the Employee is paid on in the Date of Terminationsame such calendar year pursuant to a garden leave payment in a noncompetition agreement.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”)Control, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive an a lump sum amount in cash equal to 2 times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year Change in which the Executive was employed by the Company and the denominator of which shall be 365Control occurred; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive a lump sum paymentmonthly cash payment for 24 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;; and (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and or nonforfeitable as of the Executive’s Date of Termination conditioned Termination. The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the Separation Agreement and Release becoming irrevocable; and (d) terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. The amounts payable under this Section 4 shall be paid out in a lump sum commencing or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to one and a half times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to on the date of the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for Target Bonus as in effect on the fiscal year date of the Terminating Event (or the Executive’s Target Bonus in which effect immediately prior to the termination Change in Control, if higher), payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay continue to provide to the Executive a lump sum paymentcertain benefits, in an amount equal to 12 times including without limitation health, dental and life insurance benefits, on the monthly employer contribution that the Company would have made to provide health insurance to the Executive if same terms and conditions as though the Executive had remained employed an active employee for 18 months, except that all costs and insurance premiums shall be paid by the Company; (c) notwithstanding the Company shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(b), such benefits to be determined as though the Executive’s employment had terminated at the end of such period; (d) the Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive; and (e) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Terminating Event, all outstanding stock options and other stock-based awards with time-based vesting held granted to the Executive by the Executive Company, including but not limited to restricted stock and restricted stock units, shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the Executive’s Date effective date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Terminationsuch Terminating Event; provided, however, that if with respect to stock-based awards with performance vesting with respect to which the 60-day period begins in one calendar year and ends in a second calendar yearnumber of options, units or shares, as the case may be, has not been determined, the amounts performance criteria set forth in the award agreement will be deemed to be 100 percent attained, and 100 percent of the base number of such options, units or shares, as the case may be, shall become fully vested and non-forfeitable; provided further that, notwithstanding the foregoing, this Agreement shall not apply to any equity award to the Executive under a Long Term Incentive Agreement except to the extent expressly set forth therein and that, upon a Terminating Event, each such award shall be paid treated in the second calendar year by manner set forth in the last day of Long Term Incentive Agreement governing such 60award. The Executive shall also be entitled to any other rights and benefits with respect to stock-day period. All other wages earned, including, but not limited to, accrued vacation, based awards to the Date of Termination shall be paid on extent and upon the Date of Terminationterms provided in the award agreement, plan or other instrument attendant thereto pursuant to which such stock-based awards were granted.

Change in Control Payment. In the event a Terminating Event occurs on or (a) If within the 12 months immediately after a any Change in Control (such 12-month periodas hereinafter defined) of the Corporation, the “Change in Control Period”Executive’s employment with the Corporation is terminated by the Corporation without Cause (as hereinafter defined) or Executive terminates his employment for Good Reason (as hereinafter defined), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive be paid an amount equal to 2.99 times the Executive’s base salary and bonus (not to include the exercise of any stock options) paid or scheduled to be paid under the Corporation’s or a subsidiary’s annual incentive plan in the calendar year of the Change in Control. Subject to Section 2(h), said sum shall be paid to the Executive in one lump sum on the 60th day following the Executive’s termination, provided that the Executive has executed and submitted a release of (i) 9 months claims and the statutory period during which Executive is entitled to revoke the release of claims has expired on or before that 60th day. In addition, all unexercised or unvested equity awards, or portions thereof, held by the Executive as of the date of termination shall vest or terminate and be exercisable in accordance with their terms. The termination of the Executive’s annual base salary employment hereunder shall not impair any rights of the Executive under any employee benefit or fringe benefit plans that have vested as of the date of termination, which said rights shall be administered after termination of employment in effect immediately prior accordance with the terms of such plans. The Corporation and the Executive intend that all benefits payable to the Terminating Event (or Executive as the Executive’s annual base salary in effect immediately prior to the result of a Change in Control, if higher)or for Good Reason whether payable under this Agreement or under any other benefit, compensation, or incentive plan or arrangement with the Executive or the Corporation, shall not be subject to the excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986 (iithe “Code”) a pro rata and shall be deductible by the Corporation. If all or any portion of the Executive’s target bonus for benefits payable to the fiscal year in which the termination of employment occursExecutive under this Agreement, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in either alone or together with other benefits to which the Executive was employed is entitled, constitute excess parachute payments within the meaning of Section 280G of the Code and are therefore subject to the excise tax imposed by Section 4999 of the Company Code or loss of the compensation deduction as the result of Section 280G of the Code, the Corporation and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution agree that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts benefits payable under this Section 4 Agreement shall be paid out reduced as necessary for the purpose of avoiding application of Sections 280G and 4999 of the Code. Any such reduction shall be made by the Corporation in a lump sum commencing within 60 days after its sole discretion consistent with the Date requirements of Termination; providedSection 409A of the Code. If, however, that if notwithstanding the 60-day period begins in one calendar year and ends in a second calendar yearinitial application of this Section 2, the amounts Internal Revenue Service determines that any covered payment constitutes an excess parachute payment (as defined by Section 280G(b) of the Code), this Section 2 will be reapplied based on the Internal Revenue Service's determination, and the Executive will be required to promptly repay the portion of the covered payments required to avoid imposition of an excise tax. Any determination required under this Section 2, including whether any payments or benefits are parachute payments, shall be paid in the second calendar year made by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of TerminationCorporation in its sole discretion.

Change in Control Payment. In the event a Terminating Event occurs on or (a) If within the 12 months immediately after a any Change in Control (such 12-month periodas hereinafter defined) of the Corporation, the “Change in Control Period”Executive’s employment with the Corporation is terminated by the Corporation without Cause (as hereinafter defined) or Executive terminates his employment for Good Reason (as hereinafter defined), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive be paid an amount equal to 2 times the Executive’s base salary and bonus (not to include the exercise of any stock options) paid or scheduled to be paid under the Corporation’s or a subsidiary’s annual incentive plan in the calendar year of the Change in Control. Subject to Section 2(h), said sum shall be paid to the Executive in one lump sum on the 60th day following the Executive’s termination, provided that the Executive has executed and submitted a release of (i) 9 months claims and the statutory period during which Executive is entitled to revoke the release of claims has expired on or before that 60th day. In addition, all unexercised or unvested equity awards, or portions thereof, held by the Executive as of the date of termination shall vest or terminate and be exercisable in accordance with their terms. The termination of the Executive’s annual base salary employment hereunder shall not impair any rights of the Executive under any employee benefit or fringe benefit plans that have vested as of the date of termination, which said rights shall be administered after termination of employment in effect immediately prior accordance with the terms of such plans. The Corporation and the Executive intend that all benefits payable to the Terminating Event (or Executive as the Executive’s annual base salary in effect immediately prior to the result of a Change in Control, if higher)or for Good Reason whether payable under this Agreement or under any other benefit, compensation, or incentive plan or arrangement with the Executive or the Corporation, shall not be subject to the excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986 (iithe “Code”) a pro rata and shall be deductible by the Corporation. If all or any portion of the Executive’s target bonus for benefits payable to the fiscal year in which the termination of employment occursExecutive under this Agreement, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in either alone or together with other benefits to which the Executive was employed is entitled, constitute excess parachute payments within the meaning of Section 280G of the Code and are therefore subject to the excise tax imposed by Section 4999 of the Company Code or loss of the compensation deduction as the result of Section 280G of the Code, the Corporation and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution agree that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts benefits payable under this Section 4 Agreement shall be paid out reduced as necessary for the purpose of avoiding application of Sections 280G and 4999 of the Code. Any such reduction shall be made by the Corporation in a lump sum commencing within 60 days after its sole discretion consistent with the Date requirements of Termination; providedSection 409A of the Code. If, however, that if notwithstanding the 60-day period begins in one calendar year and ends in a second calendar yearinitial application of this Section 2, the amounts Internal Revenue Service determines that any covered payment constitutes an excess parachute payment (as defined by Section 280G(b) of the Code), this Section 2 will be reapplied based on the Internal Revenue Service's determination, and the Executive will be required to promptly repay the portion of the covered payments required to avoid imposition of an excise tax. Any determination required under this Section 2, including whether any payments or benefits are parachute payments, shall be paid in the second calendar year made by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of TerminationCorporation in its sole discretion.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 [ ] months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), (ii) the Executive’s target bonus for the fiscal year in which the termination of employment occurs, and (iiiii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive a lump sum paymentmonthly cash payment for [ ] months, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;; and (c) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and or nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; andTermination. (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 12 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event of a Terminating Event occurs on Change in Control in which Equity Awards are not assumed, continued or substituted, (i) 100% of all Time-Based Awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the date of the Change in Control; and (ii) all Performance-Based Awards held by the Executive shall become exercisable or nonforfeitable (with performance deemed to be met at the greater of the target level of performance or the actual level of performance as of the Change in Control) as of the date of the Change in Control. If within the 12 24 months immediately after a Change in Control (such 12-month periodControl, the “Change Executive’s employment is terminated by the Company without Cause as provided in Control Period”Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within the time period required by the Separation Agreement and Release but in no event later than 60 days after the Date of Termination or end of the Cure Period , the following shall occurTermination: (a) the Company shall pay to the Executive a lump sum in cash in an amount equal to two (2) times the sum of (iA) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event current Base Salary (or the Executive’s annual base salary Base Salary in effect immediately prior to the Change in Control, if higher), ) and (iiB) the Executive’s target annual performance bonus for the year in which the Date of Termination occurs; and (b) the Company shall pay the Executive an amount equal to a pro pro-rata portion of the Executive’s target bonus for the fiscal year in which the termination Date of employment Termination occurs, with such pro-ration determined by multiplying the target bonus by a fraction, the numerator of which shall be based on the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive was participating full months elapsed in the Company’s group health plan immediately prior to calendar year through the Date of Termination and elects COBRA health continuation , then the Company shall pay relative to the Executive a lump sum payment, total number of full months in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;calendar year of termination; and (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, in the event that Equity Awards are assumed, continued or substituted in the Change in Control, effective as of the Accelerated Vesting Date: (A) 100% of all stock options and other stockTime-based awards with time-based vesting Based Awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable and (B) all Performance-Based Awards held by the Executive shall become exercisable or nonforfeitable as (with performance deemed to be met at the greater of the target level of performance or the actual level of performance on the Date of Termination). Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing the Equity Awards, any termination or forfeiture of unvested shares underlying the Equity Awards that could vest pursuant to this subsection (c) and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Equity Awards do not vest pursuant to this subsection (c). Notwithstanding the foregoing, no additional vesting of the Equity Awards shall occur during the period between the Executive’s Date of Termination conditioned upon and the Separation Agreement Accelerated Vesting Date; (d) If the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination and Release becoming irrevocableproperly elects to receive benefits under COBRA, the Company shall pay the COBRA premiums for the Executive and the Executive’s eligible dependents for 18 months (such amounts, the “CIC COBRA Payments”); provided, however, if the Company determines that it cannot pay the CIC COBRA Payments without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the COBRA premiums for the Executive and the Executive’s eligible dependents for 18 months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (de) the The amounts payable under this Section 4 5 shall be paid out in a lump sum commencing or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the amounts extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months three-fourths of the Executive’s 's annual base salary in effect immediately prior to the Terminating Event (or the Executive’s 's annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of an amount equal to the Executive’s target 's average annual bonus for over the two fiscal year years (or such shorter period to the extent necessary to reflect the Executive's actual length of service or the time in which the termination Company had a bonus plan) immediately prior to the Change in Control, payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive was participating shall continue to participate in the Company’s 's group health plan immediately prior to the Date of Termination and elects COBRA health continuation dental program for nine months; provided, then the Company shall pay to the Executive a lump sum paymenthowever, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide continuation of health insurance to benefits under this Section shall reduce and count against the Executive if Executive's rights under the Executive had remained employed by the Company;Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); and (c) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Terminating Event, all stock options and other stock-based awards with time-based vesting held granted to the Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the Executive’s Date effective date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; andsuch Terminating Event. (d) Anything in this Agreement to the amounts payable contrary notwithstanding, if at the time of the Executive's termination of employment, the Executive is considered a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code"), and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 4 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be paid out in a lump sum commencing within 60 days payable prior to the date that is the earliest of (i) six months after the Executive's Date of Termination; provided, however(ii) the Executive's death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts that if would otherwise have been paid during the 60first six-day month period begins in one calendar year and ends in a second calendar year, but for the amounts shall be paid in the second calendar year by the last day application of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Terminationthis Section 4(d).

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation and release of claims agreement containing(the form of which will be provided by the Company on or promptly following the Date of Termination (as defined in Section 10 below), and which shall contain, among other provisions, a general release of claims in favor of the Company and related persons and entities, and confidentiality, return of property and property, non-disparagement, in the form attached hereto as Attachment A and 12-month post-employment non-competition provisions (the “Separation Agreement and ReleaseAgreement”)) and the such Separation Agreement and Release becoming irrevocable, all within 60 days (or such shorter period as the Company may specify) after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 12 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if If the Executive was participating in is eligible for and elects COBRA coverage, the Company shall pay, on the Executive’s behalf or to the Executive, as determined by the Company, on a monthly basis, an amount equal to the share of the premium for the Executive’s group health plan COBRA coverage that it paid immediately prior to the Date of Termination for the Executive, until the earlier of (x) the date that is 12 months following the Date of Termination, or (y) the date that the Executive becomes eligible to receive group health insurance coverage from another employer (as applicable, the “COBRA Contribution Period”); provided, that the remaining balance of any premium costs during the COBRA Contribution Period, and elects COBRA health continuation all premium costs thereafter, then shall be paid by the Company shall pay Executive on a monthly basis for as long as, and to the Executive a lump sum paymentextent that, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive remains eligible for COBRA continuation, and further, that if the Executive had remained employed by becomes eligible to receive group health insurance from another employer prior to the Companydate that is 12 months following the Date of Termination, the Executive will provide written notice to the Company at least five (5) business days prior to such eligibility date; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately tentatively accelerate and become fully vested, pending the Separation Agreement becoming irrevocable, upon the Date of Termination, subject to compliance, if necessary, with Section 409A; provided, however, that the portion of each such award for which vesting is so accelerated will only become fully vested and exercisable if and nonforfeitable as of when the Separation Agreement becomes irrevocable, and any such tentatively vested portion will be forfeited retroactively to the Executive’s Date of Termination conditioned upon if the Executive either notifies the Company that the Executive will not execute or will revoke the Separation Agreement, or the period for providing the Separation Agreement expires without the Executive signing and Release becoming irrevocablereturning the Separation Agreement, or the Executive revokes the Separation Agreement within the time set forth therein; and (d) the amounts payable under this Section 4 4(a) shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by on or before the last day of such 60-day period. All other wages earned, earned through the Date of Termination (including, but not limited to, payment for accrued but unused vacation, to the Date of Termination ) shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 If within 24 months after the occurrence of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the first event constituting a Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed is terminated by the Company and the denominator of which shall be 365; (bwithout Cause as provided in Section 4(d) if or the Executive was participating terminates his employment for Good Reason as provided in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation Section 4(e), then the Company shall pay to the Executive within thirty (30) days of the Date of Termination, a lump sum payment, in cash in an amount equal to 12 two times the monthly employer contribution sum of (A) the Executive’s current Base Salary, plus (B) the Executive’s Average Bonus Compensation as defined in Section 5(b)(i) (the “Lump Sum Severance Amount”), provided, however, that if the Company would have made to provide health insurance Change in Control does not constitute a “change in ownership or effective control” or a “change in the ownership of a substantial portion of the Company’s assets” for purposes of Section 409A of the Code, the Lump Sum Severance Amount shall instead be paid to the Executive if in substantially equal monthly installments over an 18 month period commencing on the Executive had remained employed by the CompanyDate of Termination; (cii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards with time-based vesting held granted to the Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable non-forfeitable as of the effective date of such Change in Control; (iii) subject to the Executive’s Date election to continue health benefits and co-payment of Termination conditioned upon premium amounts at the Separation Agreement active employees’ rate, the Executive and Release becoming irrevocable; and (d) his eligible dependents shall continue to participate in the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after Company’s group health, dental and vision program for 18 months at the Date of TerminationCompany’s expense; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (iv) anything in this Agreement to the contrary notwithstanding, if at the 60-day period begins in one calendar year and ends in a second calendar yeartime of the Executive’s termination of employment, the amounts Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, payable prior to the Date date that is the earliest of Termination shall be paid on (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the application of this Section (b)(iv).

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 If within 24 months after the occurrence of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the first event constituting a Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed is terminated by the Company and the denominator of which shall be 365; (bwithout Cause as provided in Section 4(d) if or the Executive was participating terminates his employment for Good Reason as provided in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation Section 4(e), then the Company shall pay to the Executive within thirty (30) days of the Date of Termination, a lump sum payment, in cash in an amount equal to 12 two times the monthly employer contribution that sum of (A) the Company would have made to provide health insurance to Executive’s current Base Salary, plus (B) the Executive if the Executive had remained employed by the CompanyExecutive’s Average Bonus Compensation as defined in Section 5(b)(i); (cii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards with time-based vesting held granted to the Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable non-forfeitable as of the effective date of such Change in Control; (iii) subject to the Executive’s Date election to continue health benefits and co-payment of Termination conditioned upon premium amounts at the Separation Agreement active employees’ rate, the Executive and Release becoming irrevocable; and (d) his eligible dependents shall continue to participate in the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after Company’s group health, dental and vision program for 18 months at the Date of TerminationCompany’s expense; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (iv) anything in this Agreement to the contrary notwithstanding, if at the 60-day period begins in one calendar year and ends in a second calendar yeartime of the Executive’s termination of employment, the amounts Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, payable prior to the Date date that is the earliest of Termination shall be paid on (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the application of this Section (b)(iv).

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive Employee signing a separation agreement containing, among other provisions, a 12-month post-employment noncompetition restriction and a general release of claims in favor of the Company and related persons and entitiesentities (but other than claims or future claims (i) for the payments to be made, benefits to be provided and equity awards to be accelerated to or with regard to the Employee pursuant to this Agreement, (ii) for indemnification at law, pursuant to the Company’s certificate of incorporation and/or by-laws, any other written agreement between the Company and the Employee, and any governing document concerning a group benefit plan provided by or sponsored by the Company and in which the Employee is a participant, administrator or fiduciary, (iii) as the holder of securities of the Company, or (iv) for insurance coverage or costs of defense available to the Employee under any policy maintained by the Company), confidentiality, return of property and non-disparagement, in a form and manner reasonably satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Termination, the following shall occur: (a) the Company shall pay to the Executive Employee an amount equal to the sum of (i) 9 12 months of the ExecutiveEmployee’s annual base salary in effect immediately prior to the Terminating Event (or the ExecutiveEmployee’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive Employee a lump sum paymentmonthly cash payment for 12 months, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive Employee (and his eligible dependents) if the Executive Employee had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive Employee shall immediately accelerate and become fully exercisable and or nonforfeitable as of the ExecutiveEmployee’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocableTermination; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable no forfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event a Terminating Event occurs on or (a) If within the 12 months immediately after a any Change in Control (such 12-month periodas hereinafter defined) of the Corporation, the “Change in Control Period”Executive’s employment with the Bank is terminated by the Bank or Corporation without Cause (as hereinafter defined) or Executive terminates his employment for Good Reason (as hereinafter defined), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive be paid an amount equal to 2 times the Executive’s base salary and bonus (not to include the exercise of any stock options) paid or scheduled to be paid under the Corporation’s or a subsidiary’s annual incentive plan in the calendar year of the Change in Control. Subject to Section 2(h), said sum shall be paid to the Executive in one lump sum on the 60th day following the Executive’s termination, provided that the Executive has executed and submitted a release of (i) 9 months claims and the statutory period during which Executive is entitled to revoke the release of claims has expired on or before that 60th day. In addition, all unexercised or unvested equity awards, or portions thereof, held by the Executive as of the date of termination shall vest or terminate and be exercisable in accordance with their terms. The termination of the Executive’s annual base salary employment hereunder shall not impair any rights of the Executive under any employee benefit or fringe benefit plans that have vested as of the date of termination, which said rights shall be administered after termination of employment in effect immediately prior accordance with the terms of such plans. The Corporation, Bank and the Executive intend that all benefits payable to the Terminating Event (or Executive as the Executive’s annual base salary in effect immediately prior to the result of a Change in Control, if higher)or for Good Reason whether payable under this Agreement or under any other benefit, compensation, or incentive plan or arrangement with the Executive, the Bank or Corporation, shall not be subject to the excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986 (iithe “Code”) a pro rata and shall be deductible by the Corporation. If all or any portion of the Executive’s target bonus for benefits payable to the fiscal year in which the termination of employment occursExecutive under this Agreement, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in either alone or together with other benefits to which the Executive was employed is entitled, constitute excess parachute payments within the meaning of Section 280G of the Code and are therefore subject to the excise tax imposed by Section 4999 of the Company Code or loss of the compensation deduction as the result of Section 280G of the Code, the Bank, Corporation and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution agree that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts benefits payable under this Section 4 Agreement shall be paid out reduced as necessary for the purpose of avoiding application of Sections 280G and 4999 of the Code. Any such reduction shall be made by the Corporation in a lump sum commencing within 60 days after its sole discretion consistent with the Date requirements of Termination; providedSection 409A of the Code. If, however, that if notwithstanding the 60-day period begins in one calendar year and ends in a second calendar yearinitial application of this Section 2, the amounts Internal Revenue Service determines that any covered payment constitutes an excess parachute payment (as defined by Section 280G(b) of the Code), this Section 2 will be reapplied based on the Internal Revenue Service's determination, and the Executive will be required to promptly repay the portion of the covered payments required to avoid imposition of an excise tax. Any determination required under this Section 2, including whether any payments or benefits are parachute payments, shall be paid in the second calendar year made by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of TerminationCorporation in its sole discretion.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive Employee signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entitiesentities (but other than claims or future claims (i) for the payments to be made, benefits to be provided and equity awards to be accelerated to or with regard to the Employee pursuant to this Agreement, (ii) for indemnification at law, pursuant to the Company’s certificate of incorporation and/or by-laws, any other written agreement between the Company and the Employee, and any governing document concerning a group benefit plan provided by or sponsored by the Company and in which the Employee is a participant, administrator or fiduciary, (iii) as the holder of securities of the Company, or (iv) for insurance coverage or costs of defense available to the Employee under any policy maintained by the Company), confidentiality, return of property and non-disparagement, in a form and manner reasonably satisfactory to the form attached hereto as Attachment A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or end of such shorter time period set forth in the Cure Period Separation Agreement and Release), the following shall occur: (a) the Company shall pay to the Executive Employee an amount equal to the sum of (iA) 9 12 months of the ExecutiveEmployee’s annual base salary in effect immediately prior to the Terminating Event (or the ExecutiveEmployee’s annual base salary in effect immediately prior to the Change in Control, if higher), and ) plus (iiB) a pro rata portion of the ExecutiveEmployee’s target bonus for annual incentive compensation in effect immediately prior to the fiscal year Terminating Event (or the Covered Employee’s target annual incentive compensation in which effect immediately prior to the termination of employment occursChange in Control, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365if higher); (b) if the Executive Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation continuation, then the Company shall pay to the Executive Employee a lump sum paymentmonthly cash payment for 12 months, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive Employee (and her eligible dependents) if the Executive Employee had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all solely time-based stock options and other stock-based awards with solely time-based vesting held by the Executive Employee shall immediately accelerate and become fully exercisable and or nonforfeitable as of the ExecutiveEmployee’s Date of Termination conditioned upon Termination; provided that any awards granted to the Separation Agreement Employee that are solely performance-based and/or performance and Release becoming irrevocabletime-based will be governed by the terms of the applicable award agreement; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned; provided further, including, but not limited to, accrued vacation, to that the Date of Termination payments under this Section 4 shall be reduced by the amount, if any, that the Employee is paid on in the Date of Terminationsame such calendar year pursuant to a garden leave payment in a noncompetition agreement.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months three-fourths of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of an amount equal to the Executive’s target average annual bonus for over the two fiscal year years (or such shorter period to the extent necessary to reflect the Executive’s actual length of service or the time in which the termination Company had a bonus plan) immediately prior to the Change in Control, payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if subject to the Executive’s copayment of premium amounts at the active Executives’ rate, the Executive was participating shall continue to participate in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation dental program for nine months; provided, then the Company shall pay to the Executive a lump sum paymenthowever, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide continuation of health insurance to benefits under this Section shall reduce and count against the Executive if Executive’s rights under the Executive had remained employed by the Company;Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (c) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Terminating Event, all stock options and other stock-based awards with time-based vesting held granted to the Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the effective date of such Terminating Event. (d) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six months after the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and Termination, (dii) the Executive’s death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts payable under that would otherwise have been paid during the first six-month period but for the application of this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination4(d).

Change in Control Payment. In The provisions of this Section 6.3 set forth certain terms of an agreement reached between Executive and Vericel regarding Executive’s rights and obligations upon the occurrence of a Change in Control of Vericel. These provisions are intended to assure and encourage in advance Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 6.2 regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within eighteen (18) months after the occurrence of the first event a Terminating Event occurs on or within the 12 months immediately after constituting a Change in Control (such 12-month period, the “Change in Control Period”). If Executive’s employment is terminated by Vericel without Cause or Executive terminates his employment for Good Reason, and the date of termination occurs within the Change in Control Period, then, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company Release by Executive and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and such Release becoming irrevocableirrevocable within the period set forth in such Release, all within 60 but in no event later than sixty (60) days after following the Date date of Termination or end of the Cure Period , the following shall occurtermination: (a) the Company Vericel shall pay to the Executive a lump sum in cash in an amount equal to one and one half (1.5) multiplied by the sum of (iA) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event Base Salary and (or the B) Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), and (ii) a pro rata portion of the Executive’s target bonus Target Bonus for the fiscal year in which the date of termination occurs. (b) Vericel shall pay a prorated annual performance bonus (the “Prorated Annual Bonus”) in a lump sum in cash equal to (x) Executive’s Target Bonus for the year during which the date of employment occurs, determined termination occurs multiplied by multiplying the target bonus by (y) a fraction, the numerator of which shall be is the number of days during in the fiscal year in which the Executive was employed by through the Company date of termination and the denominator of which is 365, provided that the Prorated Annual Bonus shall be 365; (b) if less the Executive was participating in amount of any annual performance bonus, or advance thereof, previously paid for the Company’s group health plan immediately prior to period associated with the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;Prorated Annual Bonus. (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other stock-stock- based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and or nonforfeitable as of the Executive’s Date date of Termination conditioned upon the Separation Agreement and Release becoming irrevocabletermination; and (d) if Executive was participating in Vericel’s group health plan immediately prior to the date of termination and elects COBRA health continuation, then Vericel shall pay to Executive a monthly cash payment for eighteen (18) months or Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the full monthly COBRA premium. Executive may continue to participate in COBRA benefits following the expiration of the eighteen (18) months, at his sole cost, provided that he remains eligible for such participation. (e) The amounts payable under this Section 4 6.3 shall be paid out in a lump sum commencing or commence to be paid within 60 days after the Date date of Terminationtermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacation, to the Date of Termination shall be paid on the Date of Termination.

Change in Control Payment. In the event If a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”)occurs, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagementagreement, in substantially the form attached hereto as Attachment Exhibit A (the “Separation Agreement and Release”) ), and the Separation Agreement and Release becoming irrevocable, all within 60 sixty (60) days after the Date of Termination or end of the Cure Period Termination, then the following shall occur: (a) the Company Eastern shall pay to the Executive an amount equal to the sum of two (2) times (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if highergreater), and plus (ii) a pro rata portion the greater of (x) the Executive’s targeted annual bonus for the year in which the Termination Event occurs and (y) the average of the Executive’s target bonus bonuses for the fiscal three (3) years immediately preceding the year in which the termination of employment Termination Event occurs, determined by multiplying payable in one lump-sum payment, less applicable tax withholdings, within sixty (60) days following the target bonus by a fraction, the numerator Date of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365;Termination (as hereinafter defined); and (b) if the Executive was participating in the CompanyEastern’s group health plan and dental plans immediately prior to the Date of Termination Executive’s termination and elects COBRA health continuation continuation, then the Company Eastern shall pay to the Executive a lump sum paymentmonthly cash payment for eighteen (18) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 12 times the monthly employer contribution that the Company Eastern would have made to provide health and dental insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything Eastern. Eastern shall use commercially reasonable efforts to the contrary provide for such payments in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by a manner that allows the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of to exclude such payments from income, unless the Executive’s Date COBRA health continuation period ends prior to the end of Termination conditioned upon the eighteen-month payment period or Eastern reasonably determines such payment to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, if a court of competent jurisdiction or an arbitrator determines that during her employment or within twenty-four (24) months thereafter, the Executive willfully and materially failed to substantially comply with any restrictive covenant contained in the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable or willfully and materially failed to substantially comply with any material obligation under this Section 4 Agreement, the Executive shall be obligated promptly to refund the net amount of any payments or benefits paid out in or provided under the terms of this Agreement after payment of all federal, state, and local income, excise and employment taxes imposed on the Executive as a lump sum commencing within 60 days after result of the Date Executive’s receipt of Termination; providedthe payments, howeversuch net amount to be determined by taking into account any federal, that if state, or local income, excise, or employment tax benefits or relief available to the 60-day period begins in one calendar year and ends in Executive as a second calendar year, the amounts shall be paid in the second calendar year by the last day result of such 60-day periodrepayment. All other wages earned, including, but not limited to, accrued vacation, Eastern may take appropriate legal action to seek to recover any such payments and benefits from the Date of Termination shall be paid on the Date of TerminationExecutive or her estate.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to one times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to on the date of the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for Target Bonus as in effect on the fiscal year date of the Terminating Event (or the Executive’s Target Bonus in which effect immediately prior to the termination Change in Control, if higher), payable in one lump-sum payment no later than three days following the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365Termination; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay continue to provide to the Executive a lump sum paymentcertain benefits, in an amount equal to 12 times including without limitation health, dental and life insurance benefits, on the monthly employer contribution that the Company would have made to provide health insurance to the Executive if same terms and conditions as though the Executive had remained employed an active employee for 18 months, except that all costs and insurance premiums shall be paid by the Company; (c) notwithstanding the Company shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(b), such benefits to be determined as though the Executive’s employment had terminated at the end of such period; (d) the Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive; and (e) Notwithstanding anything to the contrary in any applicable option agreement or stockequity-based award agreement, upon a Change in Control, all stock options and other stockequity-based awards with time-based vesting held granted to Executive by the Executive Company shall immediately accelerate and become fully exercisable and nonforfeitable or non-forfeitable as of the Executive’s Date effective date of Termination conditioned upon the Separation Agreement such Change in Control such that all stock options and Release becoming irrevocable; and (d) the amounts payable under this Section 4 other equity-based awards shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year fully vested and ends in a second calendar year, the amounts shall be paid all performance criteria set forth in the second calendar year by the last day of such 60applicable award agreement will be deemed fully attained. Executive shall also be entitled to any other rights and benefits with respect to equity-day period. All other wages earned, including, but not limited to, accrued vacationrelated awards, to the Date of Termination shall be paid on extent and upon the Date of Terminationterms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted.

Change in Control Payment. In the event a Terminating Event occurs on or within the 12 months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination or end of the Cure Period Control, the following shall occur: (a) the Company shall pay to the Executive an amount equal to two times the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher), ) and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination Change in Control occurred, payable in one lump-sum payment on the Date of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365;Termination. (b) if the Executive was participating in the Company’s group health plan and dental plans immediately prior to the Date of Termination and elects COBRA health continuation to continue coverage under said plans, then the Company shall pay continue to provide health and dental benefits to the Executive a lump sum payment, in an amount equal to 12 times and the monthly employer contribution that Executive’s spouse and dependents for 24 months on the Company would have made to provide health insurance to the Executive same basis as if the Executive had remained employed by the Company, subject to the Executive’s payment of any required premiums at the active employees’ rate; (c) notwithstanding the Company shall cause to be continued, at the Company’s expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Terminating Event for 24 months following the Terminating Event; and (d) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and or nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement Termination. The Executive shall also be entitled to any other rights and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out in a lump sum commencing within 60 days after the Date of Termination; provided, however, that if the 60benefits with respect to stock-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. All other wages earned, including, but not limited to, accrued vacationrelated awards, to the Date extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (e) The Company shall provide the Executive with outplacement assistance for a period of Termination shall be paid on the Date of Terminationtwelve months at no charge.

Change in Control Payment. In If there is a Change in Control Termination pursuant to Section 9.2, and the event a Terminating Event Change in Control Termination occurs on or within the 12 twelve (12) months immediately after a Change in Control (such 12-month period, the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in the form attached hereto as Attachment A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date effectiveness of Termination or end of the Cure Period , the following shall occur (a) the Company shall pay to the Executive an amount equal to the sum of (i) 9 months of the Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, the Employer shall make a lump-sum cash payment (the “Change Payment”) to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or his estate, as the case may be, in an amount equal to 2.99 times the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding his Termination Date and (b) the average annual bonus paid to Executive with respect to the three (3) calendar-year period immediately preceding Executive’s Termination Date, to be paid within sixty (60) days after the later of (i) his Termination Date or (ii) the date of the Change in Control, the exact date of payment to be determined in the sole discretion of the Employer; provided, however, that the Employer shall be relieved of its obligation to pay the Change Payment if higherExecutive fails to sign and deliver to the Employer no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A and that Release become effective and irrevocable. If there is a Change in Control Termination pursuant to Section 9.2, and the Change in Control Termination occurs prior to the effectiveness of the Change in Control, the Employer shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, (i) an amount equal to two (2) times the sum of (1) Executive’s then-current Salary (or, if greater, the rate in effect before any reduction in Salary that gave rise to termination of Executive’s employment for Good Reason) plus (2) the average annual bonus paid to Executive with respect to the three (3) calendar-year period immediately preceding Executive’s termination of employment, to be paid, for a period of two (2) years following the Termination Date, in equal monthly installments and in accordance with the Employer’s regular payroll practices (the “Change Severance”), and (ii) a pro rata portion of the Executive’s target bonus for the fiscal year in which the termination of employment occurs, determined by multiplying the target bonus by a fraction, the numerator of which shall be the number of days during the fiscal year in which the Executive was employed by the Company and the denominator of which shall be 365; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation , then the Company shall pay to the Executive a lump sum payment, in an amount equal to 12 times the monthly employer contribution that Change Payment less the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (c) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable and nonforfeitable as of the Executive’s Date of Termination conditioned upon the Separation Agreement and Release becoming irrevocable; and (d) the amounts payable under this Section 4 shall be paid out aggregate Change Severance in a lump sum commencing cash payment within 60 sixty (60) days after the Date date of Termination; the Change in Control, provided, however, that the Employer shall be relieved of its obligation to pay such amounts if Executive fails to sign and deliver to the Employer no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A or that Release fails to become effective and irrevocable. Notwithstanding the foregoing, if the 60twenty-one (21) day period in which Executive may deliver the Release and any applicable revocation period begins in one calendar year and ends in a second the following calendar year, the amounts date on which payments will commence under this Section 9.3 shall be paid in the second calendar year by the last first day of such 60-day period. All other wages earnedfollowing calendar year or, includingif later, but not limited to, accrued vacation, the date on which the Release is delivered to the Date of Termination Employer and becomes effective and irrevocable. Notwithstanding anything to the contrary in this Section 9.3, any payment pursuant to this Section shall be paid on subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1 hereof, as applicable. For avoidance of doubt, Executive will also be entitled to receive the Date of Terminationamounts set forth in Section 7.7(ii) above if Executive timely elects to continue his health insurance benefits under COBRA.