Common use of Death; Disability; Resignation for Good Reason; Termination without Cause Clause in Contracts

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due to his death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of termination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employment. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which the Executive was participating at the time of his termination of employment at the level at which the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to the Executive’s heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in senior executives of the Company (“Severance Bonus PlanPayment Date”). (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th day following the Executive’s termination date of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expiredtermination, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights previously granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.4 or 4.5, the Executive shall have until the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated (but in no event later than 10 years from the original grant date of the stock option or stock appreciation right) to exercise any outstanding stock options or stock appreciation rights. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effectterms and conditions of the Plans. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, shall be paid at the time such Incentive Compensation is paid to senior executives of the Company (“Severance Bonus Payment Date”), provided with respect to termination of employment for reasons other participants in than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Section 409A, or if the payment cannot be so characterized, such payment shall be made on the later of the Severance Bonus PlanPayment Date or the first day of the seventh calendar month following the Executive’s date of termination. (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th date of termination; provided, however, that such payment shall be delayed until the first day of the seventh month following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case date of termination other than (unless termination is as a result of the Executive’s death) if the payment would otherwise be expected to trigger imposition of the additional tax under Section 409A. (c) all stock options, stock appreciation rights or similar stock-based rights previously granted to the Executive shall vest in full and be immediately exercisable. Any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. To the extent permitted by Section 409A and subject to the earlier expiration of the option or stock appreciation right at the expiration of its term, if the Executive’s employment is terminated pursuant to Section 7.164.4 or 4.5, the Executive shall have until the later of (i) December 31 of the calendar year that his options or stock appreciation rights would otherwise expire due to his termination or (ii) two and one-half months after the date his options or stock appreciation rights would otherwise expire due to his termination to exercise any outstanding stock options or stock appreciation rights. Such vesting and extension shall occur notwithstanding any provision in any Plans or related grant documents which provides a shorter period for exercise upon termination by the Company without Cause (which for this purpose shall include a termination by the Executive for Good Reason), and with respect to lapsing, notwithstanding anything to the contrary in any Plans or grant documents. (ed) The postto the fullest extent permitted by Section 409A and the Company’s then-termination exercise period current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for any options which are vested as of the Executive and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to employment and the cost period of COBRA health care continuation coverage provided under Section 4980B of the Company’s medical and dental benefit plans in which Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination and nothing herein shall require the Company to be responsible for such items. (e) to the fullest extent permitted by Section 409A without triggering imposition of employment at the level at which additional tax thereunder, payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.24.2 or 4.3, payment shall be made to in lieu of a lump sum payment, the Executive’s Executive or his heirs, beneficiaries, or personal representatives, or guardians, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives; provided, however, that such payment shall be delayed until the first day of the seventh month following the date of termination if the payment would otherwise be expected to trigger imposition of the additional tax under Section 409A; provided further, that all such delayed payments will be paid on the first day of the seventh month following the date of termination. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in senior executives of the Company (“Severance Bonus PlanPayment Date”). (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th day following the Executive’s termination date of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expiredtermination, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) The postall stock options, stock appreciation rights or similar stock-termination based rights previously granted to the Executive shall vest in full and be immediately exercisable. Any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. If the Executive’s employment is terminated pursuant to Section 4.4 or 4.5, the Executive shall have until the earlier of the latest date that his stock option or stock appreciation right would otherwise expire or 10 years from the original date of the grant of his option or stock appreciation right to exercise any outstanding stock options or stock appreciation rights. Such vesting and extension shall occur notwithstanding any provision in any Plans or related grant documents which provides a shorter period for any options exercise upon termination by the Company without Cause (which are vested as of Executive’s for this purpose shall include a termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give by the Executive greater post-termination exercise rights because he is a party for Good Reason), and with respect to an employment agreement shall not be given effectlapsing, notwithstanding anything to the contrary in any Plans or grant documents. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting this Agreement does or can grant greater rights than are allowed under the terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not apply to give a termination of employment after the Term. (d) to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive greater post-and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination exercise rights because he is a party to an of the Executive’s employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $12,500 during the 12-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the twelve-month anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100150% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive prior to June 30, 2009 shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the Company without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any options which Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that this Agreement does or can grant greater rights than are vested as allowed under the terms and conditions of Executive’s the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not apply to a termination of employment after the Term. Neither this Section 5.1(c) nor any other provision of this Agreement (including as it relates to a Change of Control or any other termination event or rights accruing on termination) shall be as apply to the stock options represented by the PASO Agreement and the termination of the Executive under this Agreement shall create no rights greater or different than those expressly set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effectPASO Agreement. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage, (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 18-month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the eighteen-month anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4. or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100150% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not be given effectapply to a termination of employment after the Term. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the eighteen-month anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in senior executives of the Company (“Severance Bonus PlanPayment Date”). (db) A a one-time lump sum severance payment in an amount equal to 100150% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th day following the Executive’s termination date of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expiredtermination, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights previously granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.4 or 4.5, the Executive shall have until the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated (but in no event later than 10 years from the original grant date of the stock option or stock appreciation right) to exercise any outstanding stock options or stock appreciation rights. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effectterms and conditions of the Plans. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due to his death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of termination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employment. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 CHF 11,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided If continuation coverage is available under the terms of the applicable plan(s) and Executive elects COBRA selects such continuation coverage in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which the Executive was participating at the time of his termination of employment at the level at which the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to the Executive’s heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s 's employment with the Company is terminated due to his death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of terminationTermination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s 's termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination's Termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employment. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s 's termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to 100% of the Executive’s 's Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s 's termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s 's death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s 's termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s 's medical and dental benefit plans in which the Executive was participating at the time of his termination of employment at the level at which the Executive was participating at the time of his termination of coverage (e.g. single or family t unity coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s 's termination is pursuant to Section 4.2, payment shall be made to the Executive’s 's heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d5.1 (d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood provided that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled, and provided further that any personal or Company-based performance goals applicable to such Incentive Compensation shall be deemed 100% satisfied when calculating the amount of any pro rata Incentive Compensation payable pursuant to this Section 5.1(a). The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Plan. end of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) if the Company is a direct or indirect subsidiary of Parent at the time of such termination, all stock options, stock appreciation rights or similar stock-based rights granted to the Executive by Parent shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term while the Company is a direct or indirect subsidiary of Parent, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights of Parent that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term while the Company is a direct or indirect subsidiary of Parent, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights of Parent that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not be given effectapply to a termination of employment after the Term. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $12,500 during the 12-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the twelve-month anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, shall be paid at the time such Incentive Compensation is paid to senior executives of the Company (“Severance Bonus Payment Date”), provided with respect to termination of employment for reasons other participants in than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Section 409A, or if the payment cannot be so characterized, such payment shall be made on the later of the Severance Bonus PlanPayment Date or the first day of the seventh calendar month following the Executive’s date of termination. (db) A a one-time lump sum severance payment in an amount equal to 100150% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th date of termination; provided, however, that such payment shall be delayed until the first day of the seventh month following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case date of termination other than (unless termination is as a result of the Executive’s death) if the payment would otherwise be expected to trigger imposition of the additional tax under Section 409A. (c) all stock options, stock appreciation rights or similar stock-based rights previously granted to the Executive shall vest in full and be immediately exercisable. Any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. To the extent permitted by Section 409A and subject to the earlier expiration of the option or stock appreciation right at the expiration of its term, if the Executive’s employment is terminated pursuant to Section 7.164.4 or 4.5, the Executive shall have until the later of (i) December 31 of the calendar year that his options or stock appreciation rights would otherwise expire due to his termination or (ii) two and one-half months after the date his options or stock appreciation rights would otherwise expire due to his termination to exercise any outstanding stock options or stock appreciation rights. Such vesting and extension shall occur notwithstanding any provision in any Plans or related grant documents which provides a shorter period for exercise upon termination by the Company without Cause (which for this purpose shall include a termination by the Executive for Good Reason), and with respect to lapsing, notwithstanding anything to the contrary in any Plans or grant documents. (ed) The postto the fullest extent permitted by Section 409A and the Company’s then-termination exercise period current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for any options which are vested as of the Executive and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to employment and the cost period of COBRA health care continuation coverage provided under Section 4980B of the Company’s medical and dental benefit plans in which Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination and nothing herein shall require the Company to be responsible for such items. (e) to the fullest extent permitted by Section 409A without triggering imposition of employment at the level at which additional tax thereunder, payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.24.2 or 4.3, payment shall be made to in lieu of a lump sum payment, the Executive’s Executive or his heirs, beneficiaries, or personal representatives, or guardians, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives; provided, however, that such payment shall be delayed until the first day of the seventh month following the date of termination if the payment would otherwise be expected to trigger imposition of the additional tax under Section 409A; provided further, that all such delayed payments will be paid on the first day of the seventh month following the date of termination. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4. or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100150% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive prior to June 30, 2009 shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not be given effectapply to a termination of employment after the Term. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the eighteen-month anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation (notwithstanding any Company policy to the contrary) then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of on the next regularly scheduled Company payroll date following the date of termination. (b) Iftermination or earlier if required by applicable law; provided, for however, that the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the occurs and assuming full achievement of all applicable goals under the Goals for the calendar year of Bonus Plan) that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminatedterminated (assuming full achievement of all applicable goals under the Bonus Plan), it being understood that the Executive’s termination of employment shall not be used to disqualify the Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitledentitled (assuming full achievement of all applicable goals under the Bonus Plan). The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement services850,000. The lump sum severance payment shall be paid on the 60th day following Company’s first payroll date after the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, ; provided, however, that any provisions in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement payment shall not be given effectmade until the second taxable year if necessary to comply with Section 409A of the Code. (fc) Provided one hundred percent (100%) of all unvested stock options, restricted stock shares, restricted stock units, stock appreciation rights or similar stock-based rights granted to the Executive elects COBRA shall vest and, if applicable, be immediately exercisable and any risk of forfeiture included in such restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have two (2) years from the date of termination to exercise any outstanding stock options or stock appreciation rights. The extension of the exercise period set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a timely mannerlesser vesting or shorter period for exercise upon termination by the Company without Cause (which for this purpose will include a termination for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that this Agreement does or can grant greater rights than are allowed under the terms and conditions of the Plans. (d) to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage, (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 eighteen (18) months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to employment and the cost period of COBRA health care continuation coverage provided under Section 4980B of the Company’s medical and dental benefit plans in which Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at and nothing herein shall require the level at which Company to be responsible for such items. If the Executive was participating at is a “specified employee” under Section 409A, the time of his termination of coverage (e.g. single or family coverage), less the amount full cost of the continuation or provision of employee contribution for such coverage. Such payments group welfare benefits (other than medical or dental benefits) shall be subject paid by the Executive until the earliest to all applicable taxes and withholding. In occur of (i) the event Executive’s death or (ii) the first day of the seventh month following the Executive’s termination is pursuant of employment, and such cost shall be reimbursed by the Company to, or on behalf of, the Executive in a lump sum cash payment on the earlier to Section 4.2occur of the Executive’s death or the first day of the seventh month following the Executive’s termination of employment, except that, as provided above, the Executive shall not receive reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination. (e) a cash payment to the Executive in the amount of $25,000 which Executive may use towards the costs and expenses of executive outplacement services or an education program selected by the Executive. The payment shall be made to paid on the Company’s first regularly scheduled payroll date after the Executive’s heirssigning the release described in Section 5.4 and the expiration of any applicable revocation period, beneficiariessubject, or personal representativesin the case of termination other than as a result of the Executive’s death, as applicableto Section 7.16, provided, however, that in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such payment shall not be made until the second taxable year if necessary to comply with Section 409A of the Code. (f) In the event that the Term and/or the Executive’s employment is not extended beyond December 31, 2020, the Executive shall be entitled to the consideration set forth in this Section 5.1 under the terms set forth herein. FurtherNotwithstanding the foregoing, any in the event that the Executive shall not agree to an extension of the Agreement beyond December 31, 2020 even though the Company has offered to extend the Agreement beyond that date on terms that are no less favorable to the Executive than the terms and conditions of this Agreement, the one-time lump sum severance payment set forth in Section 5.1(b) shall instead be in the amount of $600,000. (g) Any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or DisabilityDisability to the extent such reduction is permitted by, and does not trigger an impermissible change in time or form of payment under, Section 409A of the Code.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100200% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not be given effectapply to a termination of employment after the Term. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 24 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 24 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) a cash payment to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less in the amount of $35,000 which Executive shall use towards the employee contribution for such coveragecosts and expenses of executive outplacement services or an education program selected by the Executive. Such payments The payment shall be subject paid within 30 days of the Executive’s signing the release described in Section 5.4 and the expiration of any applicable revocation period, subject, in the case of termination other than as a result of the Executive’s death, to all applicable taxes and withholdingSection 7.16. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the second anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for 4.4 or a Good Reason or termination by Termination in Section 4.6, in addition to any amounts the Company without CauseExecutive is entitled to receive under the Policy pursuant to Section 3.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4, or a Good Reason Termination in Section 4.6, in addition to any amounts the Executive is entitled to receive under the Policy pursuant to Section 3.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of on the next regularly scheduled Company payroll date following the date of termination. (b) Iftermination or earlier if required by applicable law; provided, for however, that the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) occurs and based on the achievement percentage of the Goals for actually achieved by the calendar year of Executive as described in Section 2.3) that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminatedterminated (based on the percentage of the Goals actually achieved by the Executive as described in Section 2.3), it being understood that the Executive’s termination of employment shall not be used to disqualify the Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitledentitled (based on the percentage of the Goals actually achieved by the Executive as described in Section 2.3). The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to the sum of (i) 100% of the Executive’s Base Amount plusand (ii) the cost to the Company of providing the automobile to the Executive, as provided in Section 3.9, for a termination by the Executive for Good Reason or a termination by 12 months immediately preceding the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesdate of termination. The lump sum severance payment shall be paid on the 60th day following Company’s first payroll date after the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, ; provided, however, that any provisions in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement payment shall not be given effectmade until the second taxable year if necessary to comply with Section 409A of the Code. (fc) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage, (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost . The period of COBRA health care continuation coverage provided under Section 4980B of the Company’s medical and dental benefit plans in which Code shall run concurrently with the foregoing 12-month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at and nothing herein shall require the level at which Company to be responsible for such items. If the Executive was participating at is a “specified employee” under Section 409A, the time of his termination of coverage (e.g. single or family coverage), less the amount full cost of the continuation or provision of employee contribution for such coverage. Such payments group welfare benefits (other than medical or dental benefits) shall be subject paid by the Executive until the earliest to all applicable taxes and withholding. In occur of (i) the event Executive’s death or (ii) the first day of the seventh month following the Executive’s termination is pursuant of employment, and such cost shall be reimbursed by the Company to, or on behalf of, the Executive in a lump sum cash payment on the earlier to Section 4.2occur of the Executive’s death or the first day of the seventh month following the Executive’s termination of employment, payment except that, as provided above, the Executive shall not receive reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination. (d) reimbursement of reasonable, documented outplacement expenses actually incurred by the Executive and directly related to the termination of the Executive’s employment with the Company, provided that (i) such expenses are incurred within the taxable year of the Executive’s termination of employment; (ii) the aggregate amount of reimbursement available for such outplacement expenses shall be $30,000; and (iii) reimbursement of such expenses shall be made to by the Company within 10 business days after it receives documentation of such expenses from the Executive, provided that no reimbursements shall be made after the end of the taxable year following the taxable year in which the Executive’s heirsemployment with the Company ended. (e) All stock options, beneficiaries, stock appreciation rights or personal representatives, as applicable. Furthersimilar stock-based rights granted to the Executive shall vest in full and become immediately exercisable, any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse, and all vested stock options granted to the Executive under the Plans, including such stock options that become vested pursuant to this Section 5.1(e), shall remain exercisable until the earlier of (i) two years from the date of termination or (ii) the latest date that each stock option would otherwise expire pursuant to the terms of the applicable award agreement had the Executive’s employment with the Company not terminated. The extension of the exercise period set forth in this Section 5.1(e) shall occur notwithstanding any provision in the Plans or any related award agreements that provide for a lesser vesting or shorter period for exercise upon termination by the Company without Cause or Good Reason Termination; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that this Agreement does or can grant greater rights than are allowed under the terms and conditions of the Plans. Any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or DisabilityDisability to the extent such reduction is permitted by, and does not trigger an impermissible change in time or form of payment under, Section 409A of the Code.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due to his her death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of termination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his her termination of employment (based on the number of business days he she was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his her termination of employment. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he she would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him her had his her employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him her ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he she would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he she is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which the Executive was participating at the time of his her termination of employment at the level at which the Executive was participating at the time of his her termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to the Executive’s heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of on the next regularly scheduled Company payroll date following the date of termination. (b) Iftermination or earlier if required by applicable law; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the occurs and assuming full achievement of all applicable goals under the Goals for the calendar year of Bonus Plan) that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminatedterminated (and assuming full achievement of all applicable goals under the Bonus Plan), it being understood that Executive’s termination of employment shall not be used to disqualify the Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitledentitled (and assuming full achievement of all applicable goals under the Bonus Plan). The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100200% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following Company’s first payroll date after the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement payment shall not be given effectmade until the second taxable year if necessary to comply with Section 409A of the Code. (fc) Provided fifty percent (50%) of all unvested stock options, restricted stock units, stock appreciation rights or similar stock based rights granted to the Executive elects COBRA shall vest and, if applicable, be immediately exercisable and any risk of forfeiture included in such restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights. The extension of the exercise period set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a timely mannerlesser vesting or shorter period for exercise upon termination by the Company without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that this Agreement does or can grant greater rights than are allowed under the terms and conditions of the Plans. (d) to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage, (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to employment and the cost period of COBRA health care continuation coverage provided under Section 4980B of the Company’s medical and dental benefit plans in which Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at and nothing herein shall require the level at which Company to be responsible for such items. If the Executive was participating at is a “specified employee” under Section 409A, the time of his termination of coverage (e.g. single or family coverage), less the amount full cost of the continuation or provision of employee contribution for such coverage. Such payments group welfare benefits (other than medical or dental benefits) shall be subject paid by the Executive until the earliest to all applicable taxes and withholding. In occur of (i) the event Executive’s death or (ii) the first day of the seventh month following the Executive’s termination is pursuant of employment, and such cost shall be reimbursed by the Company to, or on behalf of, the Executive in a lump sum cash payment on the earlier to Section 4.2occur of the Executive’s death or the first day of the seventh month following the Executive’s termination of employment, except that, as provided above, the Executive shall not receive reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination. (e) a cash payment to the Executive in the amount of $35,000 which Executive may use towards the costs and expenses of executive outplacement services or an education program selected by the Executive. The payment shall be made to paid on the Company’s first regularly scheduled payroll date after the Executive’s heirssigning the release described in Section 5.4 and the expiration of any applicable revocation period, beneficiariessubject, or personal representativesin the case of termination other than as a result of the Executive’s death, as applicableto Section 7.16, provided, however, that in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such payment shall not be made until the second taxable year if necessary to comply with Section 409A of the Code. Further, any Any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or DisabilityDisability to the extent such reduction is permitted by, and does not trigger an impermissible change in time or form of payment under, Section 409A of the Code.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due to his death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of termination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employment. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which the Executive was participating at the time of his termination of employment at the level at which the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to the Executive’s heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d5.l(d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he she was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employmentthat she would have received had her employment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he she would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him her had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him her ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he she would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in senior executives of the Company (“Severance Bonus PlanPayment Date”). (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th day following the Executive’s termination date of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expiredtermination, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights previously granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.4 or 4.5, the Executive shall have until the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated (but in no event later than 10 years from the original grant date of the stock option or stock appreciation right) to exercise any outstanding stock options or stock appreciation rights. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effectterms and conditions of the Plans. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100150% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive prior to June 30, 2009 shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not be given effectapply to a termination of employment after the Term. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the eighteen-month anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due to his death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of termination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employment. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The If the Company is a direct or indirect subsidiary of Parent at the time of such termination, the post-termination exercise period for any Parent options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that the parties hereby specifically agree any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect, and any such award agreements are hereby amended consistent with the foregoing such that Executive’s rights under such applicable award agreement shall be as if Executive’s employment was not pursuant to an employment agreement. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which the Executive was participating at the time of his termination of employment at the level at which the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to the Executive’s heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of on the next regularly scheduled Company payroll date following the date of termination. (b) Iftermination or earlier if required by applicable law; provided, for however, that the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the occurs and assuming full achievement of all applicable goals under the Goals for the calendar year of Bonus Plan) that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminatedterminated (assuming full achievement of all applicable goals under the Bonus Plan), it being understood that the Executive’s termination of employment shall not be used to disqualify the Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitledentitled (assuming full achievement of all applicable goals under the Bonus Plan). The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100% two hundred percent (200%) of the Executive’s Base Amount plus, for calculated with a termination by base salary amount at the Executive for Good Reason or a termination by the Company without Cause only, annual rate of $12,500 to be used by the Executive for outplacement services425,000. The lump sum severance payment shall be paid on the 60th day following Company’s first payroll date after the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, ; provided, however, that any provisions in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement payment shall not be given effectmade until the second taxable year if necessary to comply with Section 409A of the Code. (fc) Provided one hundred percent (100%) of all unvested stock options, restricted stock shares, restricted stock units, stock appreciation rights or similar stock based rights granted to the Executive elects COBRA shall vest and, if applicable, be immediately exercisable and any risk of forfeiture included in such restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) eighteen (18) months from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights. The extension of the exercise period set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a timely mannerlesser vesting or shorter period for exercise upon termination by the Company without Cause (which for this purpose will include a termination for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that this Agreement does or can grant greater rights than are allowed under the terms and conditions of the Plans. (d) to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage, (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to employment and the cost period of COBRA health care continuation coverage provided under Section 4980B of the Company’s medical and dental benefit plans in which Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at and nothing herein shall require the level at which Company to be responsible for such items. If the Executive was participating at is a “specified employee” under Section 409A, the time of his termination of coverage (e.g. single or family coverage), less the amount full cost of the continuation or provision of employee contribution for such coverage. Such payments group welfare benefits (other than medical or dental benefits) shall be subject paid by the Executive until the earliest to all applicable taxes and withholding. In occur of (i) the event Executive’s death or (ii) the first day of the seventh month following the Executive’s termination is pursuant of employment, and such cost shall be reimbursed by the Company to, or on behalf of, the Executive in a lump sum cash payment on the earlier to Section 4.2occur of the Executive’s death or the first day of the seventh month following the Executive’s termination of employment, except that, as provided above, the Executive shall not receive reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination. (e) a cash payment to the Executive in the amount of $25,000 which Executive may use towards the costs and expenses of executive outplacement services or an education program selected by the Executive. The payment shall be made to paid on the Company’s first regularly scheduled payroll date after the Executive’s heirssigning the release described in Section 5.4 and the expiration of any applicable revocation period, beneficiariessubject, or personal representativesin the case of termination other than as a result of the Executive’s death, as applicable. Furtherto Section 7.16, any provided, however, that in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such payment shall not be made until the second taxable year if necessary to comply with Section 409A of the Code. (f) Any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or DisabilityDisability to the extent such reduction is permitted by, and does not trigger an impermissible change in time or form of payment under, Section 409A of the Code.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due to his death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of termination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan; provided, however, that if such resignation or termination of employment occurs prior to the date this is the first anniversary of the Effective Date (the “First Anniversary Date”), such bonus shall be 50% of the amount otherwise payable under this clause (b). (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employment; provided, however, that if such resignation or termination of employment occurs prior to the First Anniversary Date, such bonus shall be 50% of the amount otherwise payable under this clause (c). Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to, (i) if such resignation or termination of employment occurs prior to the First Anniversary Date, 50% of the Executive’s Base Amount, and (ii) if such resignation or termination of employment occurs on or after the First Anniversary Date (but before the end of the Term), 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause onlyonly on or after the First Anniversary Date (but before the end of the Term), $12,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 6 months after termination or until the Executive secures coverage from new employment (or, if such resignation or termination of employment occurs on or after the First Anniversary Date (but before the end of the Term), the lesser of 12 months after termination or until the Executive secures coverage from new employment), Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which the Executive was participating at the time of his termination of employment at the level at which the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to the Executive’s heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100200% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive prior to June 30, 2009 shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not be given effectapply to a termination of employment after the Term. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage, (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 24 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 24 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) a cash payment to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less in the amount of $35,000 which Executive shall use towards the employee contribution for such coveragecosts and expenses of executive outplacement services or an education program selected by the Executive. Such payments The payment shall be subject paid within 30 days of the Executive’s signing the release described in Section 5.4 and the expiration of any applicable revocation period, subject, in the case of termination other than as a result of the Executive’s death, to all applicable taxes and withholdingSection 7.16. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the second anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in senior executives of the Company (“Severance Bonus PlanPayment Date”). (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th day following the Executive’s termination date of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expiredtermination, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights previously granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.4 or 4.5, the Executive shall have until the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had Executive’s employment not terminated (but in no event later than 10 years from the original grant date of the stock option or stock appreciation right) to exercise any outstanding stock options or stock appreciation rights. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effectterms and conditions of the Plans. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below following only: (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in senior executives of the Company (“Severance Bonus PlanPayment Date”). (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on within 30 days after the 60th day following the Executive’s termination date of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expiredtermination, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights previously granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.4 or 4.5, the Executive shall have until the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated (but in no event later than 10 years from the original grant date of the stock option or stock appreciation right) to exercise any outstanding stock options or stock appreciation rights. The post-termination vesting and extension of the exercise period set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the Company without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that this Agreement does or can grant greater rights than are allowed under the terms and conditions of the Plans. Neither this Section 5.1(c) nor any other provision of this Agreement (including as it relates to a Change of Control or any other termination event or rights accruing on termination) shall apply to the stock options which are vested as of Executive’s represented by the PASO Agreement and the termination of employment the Executive under this Agreement shall be as create no rights greater or different than those expressly set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effectPASO Agreement. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of coverage (including family coverage) under basic employee group benefits that are welfare benefits (such as group health and group life benefits), but not pension, retirement, profit-sharing, severance or similar compensatory benefits, for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12-month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $25,000 during the 24-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the first anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If; provided, for however, the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following within 30 days of the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (ec) all stock options, stock appreciation rights or similar stock-based rights granted to the Executive shall vest in full and be immediately exercisable and any risk of forfeiture included in restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) five (5) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights that were granted prior to June 30, 2009. For any new stock options awarded after June 29, 2009, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) two (2) years from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any vested and outstanding stock options or stock appreciation rights that were granted after June 29, 2009. The post-termination vesting and extension of the exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a lesser vesting or shorter period for exercise upon termination by the applicable award agreementCompany without Cause (which for this purpose shall include a termination by the Executive for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that any provisions in such an award agreement purporting to give this Agreement does or can grant greater rights than are allowed under the Executive greater post-termination exercise rights because he is a party to an employment agreement terms and conditions of the Plans; provided, further, and for the avoidance of doubt, the first sentence of this Section 5.1(c) shall not be given effectapply to a termination of employment after the Term. (fd) Provided to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive elects COBRA in a timely manner, and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 months after termination or until the Executive secures coverage from new employment and the period of COBRA health care continuation coverage provided under Section 4980B of the Code shall run concurrently with the foregoing 12 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination and nothing herein shall require the Company to be responsible for such items. If Executive is a “specified employee” under Section 409A, the full cost of the continuation or provision of employee group welfare benefits (other than medical or dental benefits) shall be paid by Executive until the earliest to occur of (i) Executive’s death or (ii) the first day of the seventh month following Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, Executive in a lump sum cash payment on the earlier to occur of Executive’s death or the first day of the seventh month following Executive’s termination of employment, except that, as provided above, Executive shall not receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at the level at which termination. (e) payment or reimbursement to the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for costs and expenses of any executive outplacement firm selected by the Executive in an amount not to exceed $12,500 during the 12-month period following his date of termination. The Executive shall provide the Company with reasonable documentation of such coverage. Such payments shall be subject to all applicable taxes costs and withholdingexpenses. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to in lieu of a lump sum payment, the Executive’s heirs, beneficiaries, or personal representatives, as applicable, shall receive (i) salary-related portions of the Base Amount on regular payroll dates of the Company until the twelve-month anniversary of the date of termination of the Executive and (ii) Incentive Compensation-related portions of the Base Amount on the dates that such Incentive Compensation is actually paid by the Company to its senior executives, but in no event later than two and one-half months after the end of such fiscal year. Further, any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due to his death, Disability, resignation for Good Reason or termination by the Company without Cause, the Executive shall be entitled to the payment and benefits set forth below only: (a) Any unpaid base salary and accrued unpaid vacation then owing through the date of termination, which amounts shall be paid to the Executive within 30 days of the date of termination. (b) If, for the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the achievement of the Goals for the calendar year of his termination of employment. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminated, it being understood that Executive’s termination of employment shall not be used to disqualify Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitled. The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants in the Bonus Plan. (d) A one-time lump sum severance payment in an amount equal to 100% of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement services. The lump sum severance payment shall be paid on the 60th day following the Executive’s termination of employment, provided that prior to such time the Executive has signed the release described in Section 5.4 and the applicable revocation period for such release has expired, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, provided, however, that any provisions in such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement shall not be given effect. (f) Provided the Executive elects COBRA in a timely manner, for the lesser of 12 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to the cost of continuation coverage under the Company’s medical and dental benefit plans in which the Executive was participating at the time of his termination of employment at the level at which the Executive was participating at the time of his termination of coverage (e.g. single or family coverage), less the amount of the employee contribution for such coverage. Such payments shall be subject to all applicable taxes and withholding. In the event the Executive’s termination is pursuant to Section 4.2, payment shall be made to the Executive’s heirs, beneficiaries, or personal representatives, as applicable. Further, any payments by the Company under Section 5.1(d) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or Disability.

Death; Disability; Resignation for Good Reason; Termination without Cause. If at any time during the Term the Executive’s employment with the Company is terminated due pursuant to his deathSection 4.2, Disability4.3, resignation for Good Reason 4.4 or termination by the Company without Cause4.5, the Executive shall be entitled to the payment and benefits set forth below only:. If at any time after the Term the Executive’s employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5, the Executive shall be entitled to the payment and benefits set forth in (a), (b) and the specified provisions of (c) only. (a) Any any unpaid base salary and accrued unpaid vacation then owing through the date of terminationtermination or Incentive Compensation that is as of such date actually earned or owing under Article II, but not yet paid to the Executive, which amounts shall be paid to the Executive within 30 days of on the next regularly scheduled Company payroll date following the date of termination. (b) Iftermination or earlier if required by applicable law; provided, for however, that the calendar year prior to the Executive’s termination, Executive has satisfied a sufficient portion of the Goals to be eligible for a bonus under the Bonus Plan, and such bonus has not yet been paid as of the date of Executive’s termination, Executive shall be paid a bonus under entitled to receive the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the Bonus Plan. (c) A pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of his termination of employment (based on the number of business days he was actually employed by the Company during the fiscal year in which the termination of employment occurs) based on the occurs and assuming full achievement of all applicable goals under the Goals for the calendar year of Bonus Plan) that he would have received had his termination of employmentemployment not been terminated during such year. Nothing in the foregoing sentence is intended to give the Executive greater rights to such Incentive Compensation than a pro rata portion of what he would ordinarily be entitled to under the Bonus Plan Incentive Compensation that would have been applicable to him had his employment not been terminatedterminated (assuming full achievement of all applicable goals under the Bonus Plan), it being understood that the Executive’s termination of employment shall not be used to disqualify the Executive from or make him ineligible for a pro rata portion of the Bonus Plan Incentive Compensation to which he would otherwise have been entitledentitled (assuming full achievement of all applicable goals under the Bonus Plan). The pro rata portion of Bonus Plan Incentive Compensation shall, subject to Section 7.16, be paid at the time such Incentive Compensation is paid to other participants senior executives of the Company (“Severance Bonus Payment Date”) but in no event later than two and one-half months after the Bonus Planend of such fiscal year. (db) A a one-time lump sum severance payment in an amount equal to 100% one hundred fifty (150%) of the Executive’s Base Amount plus, for a termination by the Executive for Good Reason or a termination by the Company without Cause only, $12,500 to be used by the Executive for outplacement servicesAmount. The lump sum severance payment shall be paid on the 60th day following Company’s first payroll date after the Executive’s termination of employment, provided that prior to such time the Executive has signed signing the release described in Section 5.4 and the expiration of any applicable revocation period for such release has expiredperiod, subject, in the case of termination other than as a result of the Executive’s death, to Section 7.16. (e) The post-termination exercise period for any options which are vested as of Executive’s termination of employment shall be as set forth in the applicable award agreement, ; provided, however, that any provisions in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such an award agreement purporting to give the Executive greater post-termination exercise rights because he is a party to an employment agreement payment shall not be given effectmade until the second taxable year if necessary to comply with Section 409A of the Code. (fc) Provided fifty percent (50%) of all unvested stock options, restricted stock shares, restricted stock units, stock appreciation rights or similar stock based rights granted to the Executive elects COBRA shall vest and, if applicable, be immediately exercisable and any risk of forfeiture included in such restricted or other stock grants previously made to the Executive shall immediately lapse. In addition, if the Executive’s employment is terminated pursuant to Section 4.2, 4.3, 4.4 or 4.5 during or after the Term, the Executive shall have until the earlier of (i) eighteen (18) months from the date of termination, or (ii) the latest date that each stock option or stock appreciation right would otherwise expire by its original terms had the Executive’s employment not terminated to exercise any outstanding stock options or stock appreciation rights. The extension of the exercise period set forth in this Section 5.1(c) shall occur notwithstanding any provision in any Plans or related grant documents which provides for a timely mannerlesser vesting or shorter period for exercise upon termination by the Company without Cause (which for this purpose will include a termination for Good Reason), notwithstanding anything to the contrary in any Plans or grant documents; provided, however, and for the avoidance of doubt, nothing in this Agreement shall be construed as or imply that this Agreement does or can grant greater rights than are allowed under the terms and conditions of the Plans. (d) to the fullest extent permitted by the Company’s then-current benefit plans, continuation of health, dental, vision and life insurance coverage, (but not pension, retirement, profit-sharing, severance or similar compensatory benefits), for the Executive and the Executive’s eligible dependents substantially similar to coverage they were receiving or which they were entitled to immediately prior to the termination of the Executive’s employment for the lesser of 12 18 months after termination or until the Executive secures coverage from new employment, Executive shall receive a monthly cash payment equal to employment and the cost period of COBRA health care continuation coverage provided under Section 4980B of the Company’s medical and dental benefit plans in which Code shall run concurrently with the foregoing 18 month period. In order to receive such benefits, the Executive or his eligible dependents must continue to make any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was participating at otherwise paying immediately prior to the time date of his termination of employment at and nothing herein shall require the level at which Company to be responsible for such items. If the Executive was participating at is a “specified employee” under Section 409A, the time of his termination of coverage (e.g. single or family coverage), less the amount full cost of the continuation or provision of employee contribution for such coverage. Such payments group welfare benefits (other than medical or dental benefits) shall be subject paid by the Executive until the earliest to all applicable taxes and withholding. In occur of (i) the event Executive’s death or (ii) the first day of the seventh month following the Executive’s termination is pursuant of employment, and such cost shall be reimbursed by the Company to, or on behalf of, the Executive in a lump sum cash payment on the earlier to Section 4.2occur of the Executive’s death or the first day of the seventh month following the Executive’s termination of employment, except that, as provided above, the Executive shall not receive reimbursement for any required co-payments, deductibles, premium sharing or other cost-splitting arrangements the Executive was otherwise paying immediately prior to the date of termination. (e) a cash payment to the Executive in the amount of $25,000 which Executive may use towards the costs and expenses of executive outplacement services or an education program selected by the Executive. The payment shall be made to paid on the Company’s first regularly scheduled payroll date after the Executive’s heirssigning the release described in Section 5.4 and the expiration of any applicable revocation period, beneficiariessubject, or personal representativesin the case of termination other than as a result of the Executive’s death, as applicable. Furtherto Section 7.16, any provided, however, that in the event that the time period for return of the release and expiration of the applicable revocation period begins in one taxable year and ends in a second taxable year, such payment shall not be made until the second taxable year if necessary to comply with Section 409A of the Code. (f) Any payments by the Company under Section 5.1(d5.1(b) above pursuant to a termination under Section 4.2 or 4.3 shall be reduced by any payments received by the Executive pursuant to any of the Company’s employee welfare benefit plans providing for payments in the event of death or DisabilityDisability to the extent such reduction is permitted by, and does not trigger an impermissible change in time or form of payment under, Section 409A of the Code.