Common use of Compensation in Event of Termination Clause in Contracts

Compensation in Event of Termination. a. In the event Executive’s employment is terminated pursuant to Section 6(a)(1) or (2) hereof prior to the expiration of the Employment Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) earned but unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. b. In the event Executive’s employment is terminated pursuant to Section 6(a)(3) and (c), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of the Employment Term, Executive shall be entitled to receive (i) earned but unpaid Base Salary, (ii) payment for unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence of an Adverse Change in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstances.

Compensation in Event of Termination. a. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 7. (a) Without regard to the date on which employment terminates or the reason for such termination, Executive (or his estate in the event of Executive’s death) shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employees. (b) In the event Executive’s employment is terminated pursuant to Section 6(a)(1) or (2) hereof prior to the expiration of the Employment Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) earned but unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. b. In the event Executive’s employment is terminated pursuant to Section 6(a)(3) and (c), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of the Employment Term5(a)v above, Executive shall be entitled to receive receive, in addition to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cycle. (c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. (d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) earned but unpaid Base Salaryany rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) payment for unused vacation days through any rights to be indemnified by the date of terminationCompany pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) issuance any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of vested but unissued stock grantsemployment or other qualifying events, options or warrants earned through including without limitation the date federal Consolidated Omnibus Budget Reconciliation Act of termination1985 as amended, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence any right of an Adverse Change in Executive’s Employment Circumstances Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstanceslaw.

Compensation in Event of Termination. a. Upon termination of the Term, this Agreement will terminate and the Company will have no further obligation to the Executive except to pay the amounts set forth in this Section 6. (a) In the event the Executive’s employment is terminated pursuant to Section 6(a)(1) terminates for any reason on or (2) hereof prior to before the expiration of the Employment Term, the Executive or his the Executive’s estate, conservator or designated beneficiary, as the case may be, shall will be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) any earned but unpaid Salary for that year and two (2) additional years after termination in which the Executive’s employment is terminated, as well as any accrued but unused vacation days through vacation, reimbursement of expenses, all vested shares and benefits to which Executive may be entitled in accordance with the date terms of any applicable Company employee benefits plan. The Executive, the Executive’s estate, conservator or designated beneficiary, as the case may be, will be entitled to receive any and all portions of any unvested Shares, Incentive Shares, or Stock Options as the Executive’s securities compensation entitlement. All shares will vest immediately upon termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. b. (b) In the event the Executive’s employment is terminated pursuant to Section 6(a)(35(a)(i) on or before the expiration of the Term, the Executive’s estate, conservator or designated beneficiary, as the case may be and as noted above, will be entitled to receive, in addition to the compensation specified by Section 6(a), a lump sum payment equivalent to twenty-four (24) months of the base Salary. (c), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event the Executive’s employment is terminated pursuant to Section 6(a)(45(a)(ii) hereof upon on or before the expiration of the Employment Term, the Executive shall will be entitled to receive compensation specified by Section 6(a). (id) earned but unpaid Base SalaryIn the event the Executive’s employment is terminated pursuant to Section 5(a)(v) before the expiration of the Term, (ii) payment for unused vacation days through the Executive will be entitled to receive on the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence of an Adverse Change amounts set forth above in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d6(a), . The Executive shall be entitled have no duty to mitigate in order to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, benefits set forth herein and the exercise date of benefits shall not be reduced or offset by other income payment or profits that the Executive may receive from any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstancessource.

Compensation in Event of Termination. a. Upon termination of the Term, this Agreement will terminate and the Company will have no further obligation to the Executive except to pay the amounts set forth in this Section 6. (a) In the event the Executive’s employment is terminated pursuant to Section 6(a)(1) terminates for any reason on or (2) hereof prior to before the expiration of the Employment Term, the Executive or his the Executive’s estate, conservator or designated beneficiary, as the case may be, shall will be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) any earned but unpaid Salary for that year and one (1) additional years after termination in which the Executive’s employment is terminated, as well as any accrued but unused vacation days through vacation, reimbursement of expenses, all vested shares and benefits to which Executive may be entitled in accordance with the date terms of any applicable Company employee benefits plan. The Executive, the Executive’s estate, conservator or designated beneficiary, as the case may be, will be entitled to receive any and all portions of any unvested Shares, Incentive Shares, or Stock Options as the Executive’s securities compensation entitlement. All shares will vest immediately upon termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. b. (b) In the event the Executive’s employment is terminated pursuant to Section 6(a)(35(a)(i) on or before the expiration of the Term, the Executive’s estate, conservator or designated beneficiary, as the case may be and as noted above, will be entitled to receive, in addition to the compensation specified by Section 6(a), a lump sum payment equivalent to twenty-four (24) months of the base Salary. (c), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event the Executive’s employment is terminated pursuant to Section 6(a)(45(a)(ii) hereof upon on or before the expiration of the Employment Term, the Executive shall will be entitled to receive compensation specified by Section 6(a). (id) earned but unpaid Base SalaryIn the event the Executive’s employment is terminated pursuant to Section 5(a)(v) before the expiration of the Term, (ii) payment for unused vacation days through the Executive will be entitled to receive on the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence of an Adverse Change amounts set forth above in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d6(a), . The Executive shall be entitled have no duty to mitigate in order to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, benefits set forth herein and the exercise date of benefits shall not be reduced or offset by other income payment or profits that the Executive may receive from any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstancessource.

Compensation in Event of Termination. a. Upon termination of Executive’s employment for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 5. (a) Without regard to the date on which employment terminates or the reason for such termination, Executive (or Executive’s estate in the event of Executive’s death) shall be entitled to receive Executive’s Base Salary, Fringe Benefits, and expense reimbursements, each as accrued or pro-rated through the termination date. (b) In the event Executive’s employment is terminated pursuant to Section 6(a)(1) 4(b)(i), 4(b)(ii), 4(b)(iv), or (2) hereof prior to 4(b)(v), Company shall pay Executive the expiration of the Employment Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) earned but unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of terminationamounts set forth in Section 5(a), and (iv) awarded but unpaid Performance-Based BonusExecutive shall receive no further compensation pursuant to this Agreement. b. (c) In the event Executive’s employment is terminated pursuant to Section 6(a)(3) and (c4)(b)(iii), Executive Company shall be entitled only continue to payment of any (i) earned but unpaid pay Executive’s Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of the Employment Term(less applicable tax withholdings), Executive shall be entitled to receive Bonus (i) earned but unpaid Base Salary, (ii) payment for unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants as earned through the date of termination, provided the Board determines that the Bonus criteria established by the Board was met and pays Bonuses to other employees for achieving those performance criteria), Fringe Benefits, and expense reimbursements for the 6-month period following the date of termination of Executive’s employment hereunder (“Severance Period”). Any severance owed hereunder shall be payable in substantially equal installments consistent with the Company’s normal payroll cycle. (d) To be entitled to the severance benefits set forth this Section 5, Executive must continue to abide by the restrictive covenants described in Section 6 and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had, or may have against the Company, its affiliates, successors, or assigns and each of their respective owners, members, partners, officers, directors, and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 6 during the Severance Period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. (e) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company; (ii) any rights to be indemnified by the Company pursuant to its governing documents, applicable law, this Agreement, and any rights under directors’ and officers’ insurance policy applicable to Executive; (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended; and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence any right of an Adverse Change in Executive’s Employment Circumstances Executive to apply for unemployment compensation benefits or workers’ compensation benefits pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstanceslaw.

Compensation in Event of Termination. a. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Section 6(a)(1Sections 8(a)(i), (ii), (iii) (iv), or (2vii) hereof prior to during or at the expiration of the Employment Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) any earned but unused vacation days unpaid Annual Salary through the date of termination, (iii) issuance of as well as any accrued vested but unissued stock grants, options or warrants earned through the date of benefits to which Executive is entitled. Following any such termination, and (iv) awarded but unpaid Performance-Based Bonusneither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. b. (b) In the event Executive’s employment is terminated pursuant to Section 6(a)(38(a)(v) and or (c), Executive shall be entitled only to payment of any (ivi) earned but unpaid Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of during the Employment Term, Executive shall be entitled to receive receive, as his sole and exclusive remedy, (ix) payment of any earned but unpaid Base Salary, (ii) payment for unused vacation days Annual Salary through the date of termination, as well as any accrued vested benefits to which Executive is entitled and (iiiy) issuance a lump sum payment within ten (10) days following the date of vested but unissued stock grants, options or warrants earned through Executive’s termination of employment equal to Executive’s Annual Salary as in effect immediately prior to the date of termination. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payment payable under Section 9(b)(y) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ivii) awarded but unpaid Performance-Based Bonusthe fifteenth (15th) day of the third month following the first taxable year of the Companies in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. d. Upon the occurrence of an Adverse Change in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any other applicable agreementportion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), and the exercise date of any options or warrants then such portion shall be extended for a five year paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (x) the date of the occurrence of the Adverse Change in that is six (6) months following Executive’s Employment Circumstances and (b) the exercise price termination of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, employment with the the terms of such non-recourse loan to be interest rate of prime plus oneCompany, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4y) Executive benefits under existing health care and other benefit plans shall vest on the date of Executive’s death, or (z) the Adverse Change earliest date as is permitted under Code Section 409A. (e) As provided in Executive Employment Circumstances shall Internal Revenue Notice 2006-79 and Internal Revenue Notice 2007-86, notwithstanding any other provision of this Agreement, with respect to an election or amendment to change a time and form of payment under this Agreement made on or after January 1, 2007 and on or before December 31, 2007, the election or amendment may apply only to amounts that would not otherwise be entitled payable in 2007 and may not cause an amount to participate be paid in said benefit plans for a period of five years following the occurrence of the Adverse Change 2007 that would not otherwise be payable in Executive Employment Circumstances2007.

Compensation in Event of Termination. a. Upon termination of the Term for any reason, this Agreement shall terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s 's employment is terminated pursuant to Sections 8(a)(iii) or (iv) during or at the expiration of the Term, Executive shall be entitled to payment of any earned but unpaid Base Salary through the date of termination, as well as any accrued but unused vacation and vested benefits to which Executive is entitled in accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive's stock options. Following any such termination, Executive shall not be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any applicable Employee Benefit plan or pursuant to Executive's stock options. (b) In the event Executive's employment is terminated pursuant to Section 6(a)(18(a)(i), (ii), (v) or (2vi) hereof prior to during the expiration of the Employment Term, Executive Executive, or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to receive, as his or its sole and exclusive remedy, (x) payment by the Company of (i) any earned but unpaid Base Salary that would have been earned during the remaining Employment Term, (ii) earned but unused vacation days through the date of termination, as well as any accrued but unused vacation and vested benefits to which Executive is entitled in accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive's stock options, (iiiy) issuance of vested but unissued stock grantsany bonus Executive could have realized had Executive's employment not terminated, options or warrants earned pro rated through the date of termination, and (ivz) awarded but unpaid Performance-Based Bonus. b. In a lump sum payment equal to twelve (12) months of Base Salary (the event Executive’s employment is terminated pursuant to Section 6(a)(3) and (c"Severance Payment"), Executive shall be entitled only to payment provided that Executive, or his estate, conservator or designated beneficiary, executes a valid release of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of the Employment Term, Executive shall be entitled to receive (i) earned but unpaid Base Salary, (ii) payment for unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence of an Adverse Change in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grantsclaims that Executive may have, or have had, against the Company and its agents, including grants but not limited to its officers, directors and employees, in a form provided in Section 3(c) of by the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment CircumstancesCompany.

Compensation in Event of Termination. a. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in Sections 4 and 9 of this Agreement. (a) In the event Executive’s employment is terminated pursuant to Section 6(a)(1Sections 8(a)(i), (ii), (iii) or (2vii) hereof prior to during or at the expiration of the Employment Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) any earned but unused vacation days unpaid Annual Salary through the date of termination, (iii) issuance of as well as any accrued vested but unissued stock grants, options or warrants earned through the date of benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, and (iv) awarded but unpaid Performance-Based Bonusneither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. b. (b) In the event Executive’s employment is terminated pursuant to Section 6(a)(38(a)(v) and or (cvi), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated or pursuant to Section 6(a)(48(a)(iv) hereof upon as a result of expiration of the Employment Term, Executive shall be entitled to receive receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Base Salary, (ii) payment for unused vacation days Annual Salary through the date of termination, as well as any accrued, vested benefits and unreimbursed business expenses to which Executive is entitled and (iiiii) issuance a lump sum payment equal to the greater of vested but unissued stock grants, options or warrants earned through (x) six (6) months of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (y) $150,000, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. For the avoidance of the doubt, the Executive will also receive compensation in accordance with Section 4 of this Agreement. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ivii) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence fifteenth (15th) day of an Adverse Change the third month following the first taxable year of the Company in Executive’s Employment Circumstances pursuant which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 6(a)(5) 409A and (d)any Treasury Regulations and other guidance issued thereunder. To the extent applicable, Executive this Agreement shall be entitled interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder its compliance with Section 409A of the Employment Term; (2) earned but unused vacation days including vacation days Code, the provision shall be read in such a manner that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 3(c409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, options or warrants owned by all references to Executive, whether vested or not, ’s “termination of employment” shall immediately vest regardless of any language mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any other applicable agreementportion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), and the exercise date of any options or warrants then such portion shall be extended for a five year paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date of the occurrence of the Adverse Change in that is six (6) months following Executive’s Employment Circumstances and (b) the exercise price termination of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, employment with the the terms of such non-recourse loan to be interest rate of prime plus oneCompany, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4ii) Executive benefits under existing health care and other benefit plans shall vest on the date of Executive’s death, or (iii) the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstances.earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. a. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 7. (a) Without regard to the date on which this Agreement is terminated or the reason for such termination, Executive (or his estate in the event of Executive’s death) shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employees. (b) In the event Executive’s employment this Agreement is terminated pursuant to Section 6(a)(1) or (2) hereof prior to the expiration of the Employment Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) earned but unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. b. In the event Executive’s employment is terminated pursuant to Section 6(a)(3) and (c), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of the Employment Term5(a)v above, Executive shall be entitled to receive receive, in addition to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cycle. (c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. (d) In furtherance and not in limitation of the foregoing, the termination of this Agreement for any reason shall not affect any of the following rights of Executive: (i) earned but unpaid Base Salaryany rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) payment for unused vacation days through any rights to be indemnified by the date of terminationCompany pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) issuance any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of vested but unissued stock grantsthis Agreement or other qualifying events, options or warrants earned through including without limitation the date federal Consolidated Omnibus Budget Reconciliation Act of termination1985 as amended, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence any right of an Adverse Change in Executive’s Employment Circumstances Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstanceslaw.

Compensation in Event of Termination. a. Upon termination of this Agreement and Executive’s employment, the Company will have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(ii), (iii) or (iv) on or before the expiration of the Term, Executive will be entitled to payment of any earned but unpaid Annual Salary for the year in which the Executive’s employment is terminated through the date of termination, as well as any accrued but unused vacation, reimbursement of expenses and vested benefits to which Executive is entitled in accordance with the terms of each applicable Employee Benefits plan. Any bonuses, fees or payments due to Executive under Sections 4(b)-(e) above shall be paid to Executive as set forth therein. (b) In the event Executive’s employment is terminated pursuant to Section 6(a)(1) or (2) hereof prior to the expiration of the Employment Term8(a)(i), Executive or his Executive’s estate, conservator or designated beneficiary, as the case may be, shall will be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Termreceive, (ii) earned but unused vacation days in addition to Executive’s accrued salary and benefits through the date of terminationdeath, a lump sum payment equivalent to six months’ of Executive’s Annual Salary in effect at the time of death; (iiic) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. b. In the event Executive’s employment is terminated pursuant to Section 6(a)(38(a)(v) or (vi) on or before the expiration of the Term, and (c)provided that Executive executes a valid release of any and all claims that Executive may have relating to his employment against the Company and its agents, including but not limited to its officers, directors and employees, in a form provided by the Company, Executive will be entitled to receive, as his sole and exclusive remedy, on the date of termination, in addition to his accrued salary and benefits through the date of termination, a lump sum amount equal to 12 months of payments that Executive would receive under the Agreement if his employment with the Company had not been terminated, including, but not limited to, the Annual Salary in effect at the time of termination, vacation, benefits and reimbursement of expenses. Any bonuses, fees or payments due to Executive under Sections 4(b)-(e) above shall be entitled only paid to payment of Executive as set forth therein. Executive shall have no duty to mitigate in order to receive the benefits set forth herein and the benefits shall not be reduced or offset by other income, payments or profits received by Executive from any source. Notwithstanding the foregoing, if (i) earned but unpaid Base Salary Executive is a “specified employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended), and earned but unused vacation days.(ii) the definition of Good Reason above does not qualify as an “involuntary” separation from service pursuant to guidance issued under Section 409A, the above payment will be paid to Executive in one lump sum on the first day of the seventh month following his separation from service. If Executive dies before he receives the above payment, the Company will distribute the benefits to Executive’s beneficiary as soon as administratively feasible following the date of Executive’s death. Exhibit 10.9 c. (d) In the event that it shall be determined by the Company’s public accounting firm that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any adjustment required under this Section 9(c) (a “Payment”)), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended or any amendment, replacement or similar provision thereto, or any interest or penalties are incurred by Executive (other than interest or penalties incurred as a result of Executive’s employment is terminated pursuant failure promptly to Section 6(a)(4file appropriate tax returns or amended tax returns after notification of such determination by the Company’s public accounting firm) hereof upon expiration of with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Employment Term“Excise Tax”), then Executive shall be entitled to receive within 30 days following such determination or such occurrence, as the case may be, an additional payment (ia “Gross Up Payment”) earned but unpaid Base Salary, (ii) payment for unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence of an Adverse Change in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all such that after payment by Executive of the options or warrants as repricedExcise Tax imposed upon the Gross-Up Payment, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going will retain an amount equal to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstancesamount he would have retained had no Excise Tax been imposed.

Compensation in Event of Termination. a. Upon termination of the Term for any reason, this Agreement shall terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s 's employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (iv) during or at the expiration of the Term, Executive shall be entitled to payment of any earned but unpaid Base Salary through the date of termination, as well as any accrued but unused vacation and vested benefits to which Executive is entitled in accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive's stock options. Following any such termination, Executive, or his estate, conservator or designated beneficiary, shall not be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any applicable Employee Benefit plan or pursuant to Executive's stock options. (b) In the event Executive's employment is terminated pursuant to Section 6(a)(18(a) (v) or (2vi) hereof prior to during the expiration of the Employment Term, Executive Executive, or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to receive, as his or its sole and exclusive remedy, (x) payment by the Company of (i) any earned but unpaid Base Salary that would have been earned during the remaining Employment Term, (ii) earned but unused vacation days through the date of termination, as well as any accrued but unused vacation and vested benefits to which Executive is entitled in accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive's stock options, (iiiy) issuance of vested but unissued stock grantsany bonus Executive could have realized had Executive's employment not terminated, options or warrants earned pro rated through the date of termination, and (ivz) awarded but unpaid Performance-Based Bonus. b. In a lump sum payment equal to [ ] months of Base Salary (the event Executive’s employment is terminated pursuant to Section 6(a)(3) and (c"Severance Payment"), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days. c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of the Employment Term, Executive shall be entitled to receive (i) earned but unpaid Base Salary, (ii) payment for unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus. d. Upon the occurrence of an Adverse Change in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following: (1) Base Salary provided that Executive earned and that Executive would have earned during the remainder executes a valid release of the Employment Term; (2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term; (3) (a) any and all existing stock grantsclaims that Executive may have, or have had, against the Company and its agents, including grants but not limited to its officers, directors and employees, in a form provided in Section 3(c) of by the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable agreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and (4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment CircumstancesCompany.