Common use of Compensation After Termination Clause in Contracts

Compensation After Termination. (a) If the Employment Period is terminated (i) by the Company without Cause; (ii) by reason of Employee's Disability; or (iii) through expiration of the Employment Period or death of Employee, then, (1) all shares of the Company's capital stock beneficially owned by the Employee may, at the Company's election, be repurchased by the Company for cash equal to the fair market value thereof at the effective date of termination (with the cash payment in full made promptly after a termination pursuant to this Section 2.6(a)(i) or 2.6(a)(iii) and with the cash payment made in three equal consecutive annual installments beginning on the date of termination pursuant to this Section 2.6(a)(ii)); (2) except as otherwise provided in the specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate as of the date of termination, and all vested but unexercised options to purchase stock of the Company held by Employee may, at the Company's election, be repurchased by the Company (according to the same payment terms as apply to shares of the Company's capital stock) for an amount constituting the excess of fair market value of the shares subject to the options over the exercise price of the options, if any, and if there is no such excess, then such options may be repurchased by the Company for one hundred dollars ($100) in the aggregate; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date (except for the unpaid installments and payment of Employee's current Base Salary accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under Sections 3 and 4 at law or in equity). For purposes of this Agreement, "fair market value" of shares of the Company's capital stock shall be determined as follows: i. If the Company's stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of stock on such exchange on the date of termination, or if there were no sales on such date, then on the next prior business day on which there were sales. ii. If the stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the date of termination, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the stock as the Board of Directors may select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If neither of the methods described in (i) or (ii) above is available, and the Company and the Employee cannot agree on the fair market value within thirty (30) days after termination, then each of the Company and the Employee shall promptly appoint an appraiser, who will in turn promptly select a third appraiser, and the three appraisers will, within thirty (30) days of their appointment, determine the fair market value of the stock in such manner as a majority of them deems appropriate. Any shares of stock and any options purchased by the Company shall be transferred to the Company free and clear of all liens, encumbrances or rights of third parties. (b) If the Employment Period is terminated by the Company because of Employee's Disability, the Company agrees to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of one year. Thereafter, Employee shall be paid by the Company's insurer, if any, such disability benefits as may be paid to any employee of the Company under any disability plan then in effect, if any. (c) If the Employment Period is terminated by the Company without Cause, Employee shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Bonus) an amount equal to the greater of (i) his current Base Salary for a period equal to twelve (12) months and (ii) Employee's current Base Salary for the remainder of the Employment Period, such amount to be payable in regular installments in accordance with the Company's general payroll practices for salaried employees. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except pursuant to Section 2.6(a), the Company shall have no other obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (d) If the Employment Period is terminated by either the Company or the Employee following a Change of Control or if the Employee's employment is terminated within 24 months of a Change of Control notwithstanding that the Employment Period has otherwise expired, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior to the date of termination, compensation and (ii) an amount equal to 2.25 times his current Base Salary, provided, however, that in no event shall the amount due pursuant to this clause (ii) be calculated upon a base salary less than the Employee's Base Salary as of the date of the Change of Control. The amounts payable to Employee pursuant to this Section 2.6(d) shall be paid in a lump sum and in immediately available funds on the date that the Employee's employment is terminated. Employee shall not be required to mitigate the amount of any payment required by this Section 2.6(d) by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Employee in any subsequent employment. In the event that the payment amounts due to Employee pursuant to this Section 2.6(d) and other provisions of this Agreement following a Change of Control would result in an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), then the amount due to Employee shall be capped at the maximum amount payable to Employee before such "excess parachute payment" provisions would otherwise apply.

Compensation After Termination. (a) If the Employment Period is terminated (i) by the Company without Cause; (ii) by reason of Employee's ’s Disability; or (iii) through expiration of the Employment Period or death of Employee, then, (1) all shares of the Company's ’s capital stock beneficially owned by the Employee may, at the Company's ’s election, be repurchased by the Company for cash equal to the fair market value thereof at the effective date of termination (with the cash payment in full made promptly after a termination pursuant to this Section 2.6(a)(i) or 2.6(a)(iii) and with the cash payment made in three equal consecutive annual installments beginning on the date of termination pursuant to this Section 2.6(a)(ii)); (2) except as otherwise provided in the specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate as of the date of termination, and all vested but unexercised options to purchase stock of the Company held by Employee may, at the Company's ’s election, be repurchased by the Company (according to the same payment terms as apply to shares of the Company's ’s capital stock) for an amount constituting the excess of fair market value of the shares subject to the options over the exercise price of the options, if any, and if there is no such excess, then such options may be repurchased by the Company for one hundred dollars ($100) in the aggregate; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to Employee's ’s employment from and after the termination or expiration date (except for the unpaid installments and payment of Employee's ’s current Base Salary accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under Sections 3 and 4 at law or in equity). For purposes of this Agreement, "“fair market value" ” of shares of the Company's ’s capital stock shall be determined as follows: i. If the Company's ’s stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of stock on such exchange on the date of termination, or if there were no sales on such date, then on the next prior business day on which there were sales. ii. If the stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the date of termination, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the stock as the Board of Directors may select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If neither of the methods described in (i) or (ii) above is available, and the Company and the Employee cannot agree on the fair market value within thirty (30) days after termination, then each of the Company and the Employee shall promptly appoint an appraiser, who will in turn promptly select a third appraiser, and the three appraisers will, within thirty (30) days of their appointment, determine the fair market value of the stock in such manner as a majority of them deems appropriate. Any shares of stock and any options purchased by the Company shall be transferred to the Company free and clear of all liens, encumbrances or rights of third parties. (b) If the Employment Period is terminated by the Company because of Employee's ’s Disability, the Company agrees to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of one year. Thereafter, Employee shall be paid by the Company's ’s insurer, if any, such disability benefits as may be paid to any employee of the Company under any disability plan then in effect, if any. (c) If the Employment Period is terminated by the Company without Cause, Employee shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Senior Management Plan Bonus) an amount equal to the greater of (i) his current Base Salary for a period equal to twelve (12) months and (ii) Employee's ’s current Base Salary for the remainder of the Employment Period, such amount to be payable in regular installments in accordance with the Company's ’s general payroll practices for salaried employees. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except pursuant to Section 2.6(a), the Company shall have no other obligations hereunder or otherwise with respect to Employee's ’s employment from and after the termination or expiration date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (d) If the Employment Period is terminated by either the Company or the Employee following a Change of Control or if the Employee's ’s employment is terminated within 24 months of a Change of Control notwithstanding that the Employment Period has otherwise expired, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior to the date of termination, compensation termination and (ii) an amount equal to 2.25 2.99 times his current Base Salary, provided, however, that in no event shall the amount due pursuant to this clause (ii) be calculated upon a base salary less than the Employee's ’s Base Salary as of the date of the Change of Control. The amounts payable to Employee pursuant to this Section 2.6(d) shall be paid in a lump sum and in immediately available funds on the date that the Employee's ’s employment is terminated. Employee shall not be required to mitigate the amount of any payment required by this Section 2.6(d) by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Employee in any subsequent employment. In the event that the payment amounts due to Employee pursuant to this Section 2.6(d) and other provisions of this Agreement following a Change of Control would result in an "“excess parachute payment" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("“Code"”), then the amount due to Employee shall be capped at the maximum amount payable to Employee before such "“excess parachute payment" ” provisions would otherwise apply.

Compensation After Termination. (a) If the Employment Period Executive's employment is terminated (i) by the Company for Cause or Executive resigns without Cause; (ii) by reason of Employee's Disability; or (iii) through expiration of the Employment Period or death of EmployeeGood Reason, then, (1) all shares of the Company's capital stock beneficially owned by the Employee may, at the Company's election, he will be repurchased by the Company for cash equal to the fair market value thereof at the effective date of termination (with the cash payment in full made promptly after a termination pursuant to this Section 2.6(a)(i) or 2.6(a)(iii) and with the cash payment made in three equal consecutive annual installments beginning on the date of termination pursuant to this Section 2.6(a)(ii)); (2) except as otherwise provided in the specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate as of the date of termination, and all vested but unexercised options to purchase stock of the Company held by Employee may, at the Company's election, be repurchased by the Company (according to the same payment terms as apply to shares of the Company's capital stock) for an amount constituting the excess of fair market value of the shares subject to the options over the exercise price of the options, if any, and if there is no such excess, then such options may be repurchased by the Company for one hundred dollars ($100) in the aggregate; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date (except for the unpaid installments and payment of Employee's current Base Salary accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under Sections 3 and 4 at law or in equity). For purposes of this Agreement, "fair market value" of shares of the Company's capital stock shall be determined as follows: i. If the Company's stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of stock on such exchange on the date of termination, or if there were no sales on such date, then on the next prior business day on which there were sales. ii. If the stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the date of termination, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the stock as the Board of Directors may select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If neither of the methods described in (i) or (ii) above is available, and the Company and the Employee cannot agree on the fair market value within thirty (30) days after termination, then each of the Company and the Employee shall promptly appoint an appraiser, who will in turn promptly select a third appraiser, and the three appraisers will, paid within thirty (30) days of their appointment, determine the fair market value Date of the stock in such manner as a majority of them deems appropriate. Any shares of stock Termination any Accrued Obligation and any options purchased by the Company shall be transferred to the Company free and clear of all liens, encumbrances or rights of third parties.nothing more; or (b) If the Employment Period Executive's employment is terminated by the Company because of Employee's for any reason other than death or Disability, the Company agrees to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of one year. Thereafter, Employee shall he will be paid by the Company's insurer, if any, such disability benefits as may be paid to any employee of the Company under any disability plan then in effect, if any. (c) If the Employment Period is terminated by the Company without Cause, Employee shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Bonus) an amount equal to the greater of paid: (i) his current Base Salary for a period equal to twelve (12) months the Accrued Obligation; and (ii) Employee's current his Base Salary for the remainder of the Employment PeriodTerm (pro-rated for any partial year); and (iii) 100% of the Annual Bonus Target (as defined on SCHEDULE I TO EXHIBIT A) for the remainder of the Term (pro-rated for any partial year), such amount less any amounts received by the Executive from another employer during any year of the Term which amounts shall be applied against the Company's payments received by the Executive during that year of the Term. However, the Executive shall not be obligated to seek other employment; or (c) If the Executive's employment is terminated due to his death or Disability, he (or his Estate if legally required) will be paid: (i) the Accrued Obligation; and (ii) fifty percent (50%) of his Base Salary for the remainder of the Term (pro-rated for any partial year); and fifty percent (50%) of the Annual Bonus Target for the remainder of the Term (pro-rated for any partial year). The Accrued Obligation will be paid within thirty (30) days of the Date of Termination, with the remaining payments to be payable made over the term of the Agreement and in regular installments in accordance accord with the Company's general normal payroll practices for salaried employees. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except pursuant to Section 2.6(a)Base Salary and Annual Bonus, the Company shall have no other obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (d) If the Employment Period unless there is terminated by either the Company or the Employee following a Change of Control or if in Control, in which case the Employee's employment is terminated within 24 months of a Change of Control notwithstanding that the Employment Period has otherwise expired, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior to the date of termination, compensation and (ii) an amount equal to 2.25 times his current Base Salary, provided, however, that in no event shall the amount due pursuant to this clause (ii) be calculated upon a base salary less than the Employee's remaining Base Salary as of the date of the Change of Control. The amounts payable to Employee pursuant to this Section 2.6(d) and Annual Bonus shall be paid in a lump sum and in immediately available funds on the date that the Employee's employment is terminated. Employee shall not be required to mitigate the amount of any payment required by this Section 2.6(dwithin thirty (30) by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Employee in any subsequent employment. In the event that the payment amounts due to Employee pursuant to this Section 2.6(d) and other provisions of this Agreement following a Change of Control would result in an "excess parachute payment" within the meaning of Section 280G days of the Internal Revenue Code of 1986, as amended ("Code"), then the amount due to Employee shall be capped at the maximum amount payable to Employee before such "excess parachute payment" provisions would otherwise applyChange in Control.

Compensation After Termination. (a) If the Employment Period is terminated (i) by the Company without Cause; (ii) by reason of Employee's Disability; or (iii) through expiration of the Employment Period or death of Employee, then, (1) all shares of the Company's capital stock beneficially owned by the Employee may, at the Company's election, be repurchased by the Company for cash equal to the fair market value thereof at the effective date of termination (with the cash payment in full made promptly after a termination pursuant to this Section 2.6(a)(i2.6(a)(I) or 2.6(a)(iii) and with the cash payment made in three equal consecutive annual installments beginning on the date of termination pursuant to this Section 2.6(a)(ii)); (2) except as otherwise provided in the specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate as of the date of termination, and all vested but unexercised options to purchase stock of the Company held by Employee may, at the Company's election, be repurchased by the Company (according to the same payment terms as apply to shares of the Company's capital stock) for an amount constituting the excess of fair market value of the shares subject to the options over the exercise price of the options, if any, and if there is no such excess, then such options may be repurchased by the Company for one hundred dollars ($100) in the aggregate; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date (except for the unpaid installments and payment of Employee's current Base Salary accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under Sections 3 and 4 at law or in equity). For purposes of this Agreement, "fair market value" of shares of the Company's capital stock shall be determined as follows: i. If the Company's stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of stock on such exchange on the date of termination, or if there were no sales on such date, then on the next prior business day on which there were sales. ii. If the stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the date of termination, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the stock as the Board of Directors may select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If neither of the methods described in (i) or (ii) above is available, and the Company and the Employee cannot agree on the fair market value within thirty (30) days after termination, then each of the Company and the Employee shall promptly appoint an appraiser, who will in turn promptly select a third appraiser, and the three appraisers will, within thirty (30) days of their appointment, determine the fair market value of the stock in such manner as a majority of them deems appropriate. Any shares of stock and any options purchased by the Company shall be transferred to the Company free and clear of all liens, encumbrances or rights of third parties. (b) If the Employment Period is terminated by the Company because of Employee's Disability, the Company agrees to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of one year. Thereafter, Employee shall be paid by the Company's insurer, if any, such disability benefits as may be paid to any employee of the Company under any disability plan then in effect, if any. (c) If the Employment Period is terminated by the Company without Cause, Employee shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Bonus) an amount equal to the greater of (i) his current Base Salary for a period equal to twelve (12) months and (ii) Employee's current Base Salary for the remainder of the Employment current Initial or Renewal Period, such amount to be payable in regular installments in accordance with the Company's general payroll practices for salaried employees. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except pursuant to Section 2.6(a), the Company shall have no other obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (d) If the Employment Period is terminated by either the Company pursuant to Section 2.6(a)(iii), 2.6(b), or the Employee following a Change of Control or if the Employee's employment is terminated within 24 months of a Change of Control notwithstanding that the Employment Period has otherwise expired2.6(c) above, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior to receive, at such time it would otherwise be payable, any Discretionary Bonus which would have been payable, based upon the date of terminationCompany's performance over the full fiscal year, compensation and (ii) an amount equal to 2.25 times his current Base Salary, provided, however, prorated for that in no event shall the amount due pursuant to this clause (ii) be calculated upon a base salary less than the Employee's Base Salary as portion of the date of fiscal year during which the Change of Control. The amounts payable to Employee pursuant to this Section 2.6(d) shall be paid in a lump sum and in immediately available funds on the date that the Employee's employment is terminated. Employee shall not be required to mitigate the amount of any payment required by this Section 2.6(d) by seeking other employment or otherwise and no such payment shall be offset or reduced was employed by the amount of any compensation or benefits provided to Employee in any subsequent employment. In the event that the payment amounts due to Employee pursuant to this Section 2.6(d) and other provisions of this Agreement following a Change of Control would result in an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), then the amount due to Employee shall be capped at the maximum amount payable to Employee before such "excess parachute payment" provisions would otherwise applyCompany.

Compensation After Termination. (a) If the Employment Period Executive’s employment is terminated (i) by the Company without Cause; for Cause or (ii) by reason of Employee's Disability; Executive pursuant to a Voluntary Termination (except in the event the Voluntary Termination occurs on or (iii) through expiration of the Employment Period or death of Employee, then, (1) all shares of the Company's capital stock beneficially owned by the Employee may, at the Company's election, be repurchased by the Company for cash equal to the fair market value thereof at the effective date of termination (with the cash payment in full made promptly within 12 months after a termination pursuant to this Section 2.6(a)(i) or 2.6(a)(iii) and with the cash payment made Change in three equal consecutive annual installments beginning on the date of termination pursuant to this Section 2.6(a)(iiControl (defined below)); (2) except as otherwise provided in the specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate as of the date of termination, and all vested but unexercised options to purchase stock of the Company held by Employee may, at the Company's election, be repurchased by the Company (according to the same payment terms as apply to shares of the Company's capital stock) for an amount constituting the excess of fair market value of the shares subject to the options over the exercise price of the options, if any, and if there is no such excess, then such options may be repurchased by the Company for one hundred dollars ($100) in the aggregate; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to Employee's Executive’s employment from and after the applicable termination or expiration date (except for the unpaid installments and payment of Employee's current Base Salary Executive’s salary and provision of benefits, in each case which have accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under Sections 3 and 4 at law or in equity). For purposes of this Agreement, "fair market value" of shares of the Company's capital stock shall be determined as follows: i. If the Company's stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of stock on such exchange on the date of termination, or if there were no sales on such date, then on the next prior business day on which there were sales. ii. If the stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the date of termination, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the stock as the Board of Directors may select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If neither of the methods described in (i) or (ii) above is available, and the Company and the Employee cannot agree on the fair market value within thirty (30) days after termination, then each of the Company and the Employee shall promptly appoint an appraiser, who will in turn promptly select a third appraiser, and the three appraisers will, within thirty (30) days of their appointment, determine the fair market value of the stock in such manner as a majority of them deems appropriate. Any shares of stock and any options purchased by the Company shall be transferred to the Company free and clear of all liens, encumbrances or rights of third parties. (b) If the Employment Period is terminated by the Company because of Employee's Disability, the Company agrees to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of one year. Thereafter, Employee shall be paid by the Company's insurer, if any, such disability benefits as may be paid to any employee of the Company under any disability plan then in effect, if any. (c) If the Employment Period Executive’s employment is terminated by the Company without Cause, Employee or by Executive on or within 12 months after a Change in Control, then, as Executive’s sole and exclusive remedy Executive shall be entitled to receive (i) as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Bonus) an amount equal to the greater of (i) his Executive’s then current Base Salary base salary for a period equal to twelve of one (121) months and (ii) Employee's current Base Salary for the remainder of the Employment Periodyear, such amount to be payable in regular installments in accordance with the Company's ’s general payroll practices for salaried employees. Employee shall , and (ii) through the date which is 3 months after last day of employment to make available to Executive medical and dental benefits on the same terms and conditions as would have no obligation been made available to mitigate these post-employment payments Executive had Executive remained employed by seeking other employment. Except the Company or one of its Affiliates during such period, it being understood that Executive will not be able to make any changes in coverage during this period except for changes in beneficiaries and modifications resulting from changes in life status events which are effected by Executive pursuant to Section 2.6(athe terms and conditions of the applicable benefit program, and (iii) between the date which is 3 months after the last day of employment and the first anniversary of the last day of employment, to the extent Executive chooses to continue Employee’s coverage under the Company’s medical and dental plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company agrees to pay the applicable premiums; with all of the foregoing being subject, however, to (A) the execution and delivery by Executive of the Company’s then current form of separation agreement and general release applicable to similarly situated employees, the current form of which is attached as Exhibit A hereto, and (B) the expiration of any rescission period provided thereby (without the rescission having been exercised). In the event Executive’s employment is terminated by the Company without Cause, or by Executive on or within 12 months after a Change in Control, then the Company shall have no other further obligations hereunder or otherwise with respect to Employee's Executive’s employment from and after the termination date except and only to the extent set forth in the immediately preceding sentence. (c) For purposes hereof, the term “Change in Control” shall be deemed to occur if (1) there shall be consummated (A) any consolidation, merger or expiration datereorganization involving the Company, and unless such consolidation, merger or reorganization is a “Non-Control Transaction” (as defined below) or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (2) the stockholders of the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law approve any plan or in equity). (d) If the Employment Period is terminated by either the Company proposal for liquidation or the Employee following a Change of Control or if the Employee's employment is terminated within 24 months of a Change of Control notwithstanding that the Employment Period has otherwise expired, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior to the date of termination, compensation and (ii) an amount equal to 2.25 times his current Base Salary, provided, however, that in no event shall the amount due pursuant to this clause (ii) be calculated upon a base salary less than the Employee's Base Salary as dissolution of the date Company, or (3) any person (as such term is used in Section 13(d) and 14(d)(2) of the Change Securities Exchange Act of Control. The amounts payable to Employee pursuant to this Section 2.6(d) 1934, as amended (the “Exchange Act”)), shall be paid in a lump sum and in immediately available funds on become the date that the Employee's employment is terminated. Employee shall not be required to mitigate the amount of any payment required by this Section 2.6(d) by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Employee in any subsequent employment. In the event that the payment amounts due to Employee pursuant to this Section 2.6(d) and other provisions of this Agreement following a Change of Control would result in an "excess parachute payment" beneficial owner (within the meaning of Section 280G Rule 13d-3 under the Exchange Act) of more than 50% of the Internal Revenue Code combined voting power of 1986the Company’s then outstanding voting securities other than (a) a person who owns or owned shares of Class B Common Stock of the Company, as amended ("Code"), then b) pursuant to a plan or arrangement entered into by such person and the amount due to Employee shall be capped at the maximum amount payable to Employee before such "excess parachute payment" provisions would otherwise apply.Company,

Compensation After Termination. (a) If the Employment Period or this Agreement is terminated (i) by the Company without for Cause; , (ii) by reason of Employee's Disability; or (iii) through expiration of the Employment Period or death Period, (iii) by virtue of Employee's death or Disability, then, or (1iv) all shares of the Company's capital stock beneficially owned by the Employee may, at the Company's election, be repurchased by the Company for cash equal pursuant to the fair market value thereof at the effective date provisions of termination (with the cash payment in full made promptly after a termination pursuant to this Section 2.6(a)(i) or 2.6(a)(iii) and with the cash payment made in three equal consecutive annual installments beginning on the date of termination pursuant to this Section 2.6(a)(ii)); (2) except as otherwise provided in the specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate as of the date of termination, and all vested but unexercised options to purchase stock of the Company held by Employee may, at the Company's election, be repurchased by the Company (according to the same payment terms as apply to shares of the Company's capital stock) for an amount constituting the excess of fair market value of the shares subject to the options over the exercise price of the options, if any, and if there is no such excess, then such options may be repurchased by the Company for one hundred dollars ($100) in the aggregate; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to EmployeeExecutive's employment from and after the effective date of termination or expiration date (except for the unpaid installments and payment of Employee's current Base Salary the Salary, IC, if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration) ), and the Company shall continue to have all other rights available hereunder (hereunder, including without limitation, all rights under any provisions of Sections 3 6, 7 and 4 8 at law or in equity). For purposes of this Agreement, "fair market value" of shares of the Company's capital stock shall be determined as follows: i. If the Company's stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of stock on such exchange on the date of termination, or if there were no sales on such date, then on the next prior business day on which there were sales. ii. If the stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the date of termination, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the stock as the Board of Directors may select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If neither of the methods described in (i) or (ii) above is available, and the Company and the Employee cannot agree on the fair market value within thirty (30) days after termination, then each of the Company and the Employee shall promptly appoint an appraiser, who will in turn promptly select a third appraiser, and the three appraisers will, within thirty (30) days of their appointment, determine the fair market value of the stock in such manner as a majority of them deems appropriate. Any shares of stock and any options purchased by the Company shall be transferred to the Company free and clear of all liens, encumbrances or rights of third parties. (b) If Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company because of Employee's Disability, the Company agrees without Cause pursuant to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of one year. Thereafter, Employee shall be paid by the Company's insurer, if any, such disability benefits as may be paid to any employee clause ii of the Company under any disability plan then in effectfirst sentence of Section 4 hereof or (ii) Executive for "Good Reason", if any. (c) If the Employment Period is terminated by the Company without Causeas hereinafter defined, Employee Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Bonus) an amount equal to the greater of (i) his current Base Executive's Salary and IC, if any, hereunder for a the period equal to twelve (12) months and of time which would have been remaining in the Initial Employment Period or any renewal period, as the case may be, or (ii) Employeeone year's current Base Salary and IC (based upon the IC paid to the Executive for the remainder of the Employment Periodpreceding year, such amount to be if any), in each case payable in regular installments in accordance with the Company's general payroll practices for salaried employeesexecutives. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except pursuant to Section 2.6(a)For purposes hereof, "Good Reason" means the Company shall have no other obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (d) If the Employment Period is terminated by either the Company or the Employee following a Change of Control or if the Employee's employment is terminated within 24 months of a Change of Control notwithstanding that the Employment Period has otherwise expired, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior material reduction in, or the assignment of duties to the date Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of terminationExecutive's failure to perform Executive's duties and responsibilities in accordance with this Agreement), compensation and or (ii) an a reduction in Executive's Salary or failure to pay any material amount equal owing to 2.25 times his current Base Salaryor provide a material benefit owing to Executive within ten (10) business days of the day such amount or benefit is due, provided, however, that in no event shall the amount due pursuant to this clause each case of (i) or (ii) be calculated upon which continues unremedied for a base salary less than period of twenty (20) business days after Executive has given written notice to the Employee's Base Salary as Company specifying in reasonable detail the relevant acts or omissions of the date type described in the foregoing clause (i) or (ii). It is expressly understood and agreed that unless Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after Executive know or has reason to know of the Change occurrence of Control. The amounts payable to Employee pursuant to this Section 2.6(dany act or omission of the type described in clauses (i) or (ii) of the immediately preceding sentence, Executive shall be paid in a lump sum deemed to have consented thereto and in immediately available funds on the date that the Employee's employment is terminated. Employee such particular act or omission shall not no longer constitute or be required to mitigate the amount capable of any payment required by this Section 2.6(d) by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Employee in any subsequent employment. In the event that the payment amounts due to Employee pursuant to this Section 2.6(d) and other provisions constituting Good Reason for purposes of this Agreement following a Change of Control would result in an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), then the amount due to Employee shall be capped at the maximum amount payable to Employee before such "excess parachute payment" provisions would otherwise applyAgreement.

Compensation After Termination. (a) If the Employment Period is terminated (i) by the Company without Cause; (ii) by reason of Employee's Disability; or (iii) through expiration of the Employment Period or death of Employee, then, (1) all shares of the Company's capital stock beneficially owned by the Employee may, at the Company's election, be repurchased by the Company for cash equal to the fair market value thereof at the effective date of termination (with the cash payment in full made promptly after a termination pursuant to this Section 2.6(a)(i) or 2.6(a)(iii) and with the cash payment made in three equal consecutive annual installments beginning on the date of termination pursuant to this Section 2.6(a)(ii)); (2) except as otherwise provided in the specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate as of the date of termination, and all vested but unexercised options to purchase stock of the Company held by Employee may, at the Company's election, be repurchased by the Company (according to the same payment terms as apply to shares of the Company's capital stock) for an amount constituting the excess of fair market value of the shares subject to the options over the exercise price of the options, if any, and if there is no such excess, then such options may be repurchased by the Company for one hundred dollars ($100) in the aggregate; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date (except for the unpaid installments and payment of Employee's current Base Salary accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under Sections 3 and 4 at law or in equity). For purposes of this Agreement, "fair market value" of shares of the Company's capital stock shall be determined as follows: i. If the Company's stock is listed on a national securities exchange, the fair market value shall be the average of the highest and lowest selling price of a share of stock on such exchange on the date of termination, or if there were no sales on such date, then on the next prior business day on which there were sales. ii. If the stock is traded other than on a national securities exchange, the fair market value shall be the average between the closing bid and asked price on the date of termination, as reported by the National Association of Securities Dealers Automated Quotation System or such other source of quotations for, or reports of trading of, the stock as the Board of Directors may select from time to time, or if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If neither of the methods described in (i) or (ii) above is available, and the Company and the Employee cannot agree on the fair market value within thirty (30) days after termination, then each of the Company and the Employee shall promptly appoint an appraiser, who will in turn promptly select a third appraiser, and the three appraisers will, within thirty (30) days of their appointment, determine the fair market value of the stock in such manner as a majority of them deems appropriate. Any shares of stock and any options purchased by the Company shall be transferred to the Company free and clear of all liens, encumbrances or rights of third parties. (b) If the Employment Period is terminated by the Company because of Employee's Disability, the Company agrees to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of one year. Thereafter, Employee shall be paid by the Company's insurer, if any, such disability benefits as may be paid to any employee of the Company under any disability plan then in effect, if any. (c) If the Employment Period is terminated by the Company without Cause, Employee shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Bonus) an amount equal to the greater of (i) his current Base Salary for a period equal to twelve (12) months and (ii) Employee's current Base Salary for the remainder of the Employment current Initial or Renewal Period, such amount to be payable in regular installments in accordance with the Company's general payroll practices for salaried employees. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except pursuant to Section 2.6(a), the Company shall have no other obligations hereunder or otherwise with respect to Employee's employment from and after the termination or expiration date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (d) If the Employment Period is terminated by either the Company pursuant to Section 2.6(a)(iii), 2.6(b), or the Employee following a Change of Control or if the Employee's employment is terminated within 24 months of a Change of Control notwithstanding that the Employment Period has otherwise expired2.6(c) above, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior to receive, at such time it would otherwise be payable, any Discretionary Bonus which would have been payable, based upon the date of terminationCompany's performance over the full fiscal year, compensation and (ii) an amount equal to 2.25 times his current Base Salary, provided, however, prorated for that in no event shall the amount due pursuant to this clause (ii) be calculated upon a base salary less than the Employee's Base Salary as portion of the date of fiscal year during which the Change of Control. The amounts payable to Employee pursuant to this Section 2.6(d) shall be paid in a lump sum and in immediately available funds on the date that the Employee's employment is terminated. Employee shall not be required to mitigate the amount of any payment required by this Section 2.6(d) by seeking other employment or otherwise and no such payment shall be offset or reduced was employed by the amount of any compensation or benefits provided to Employee in any subsequent employment. In the event that the payment amounts due to Employee pursuant to this Section 2.6(d) and other provisions of this Agreement following a Change of Control would result in an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), then the amount due to Employee shall be capped at the maximum amount payable to Employee before such "excess parachute payment" provisions would otherwise applyCompany.