Common use of Effect of Termination Without Cause Clause in Contracts

Effect of Termination Without Cause. If Employee’s employment is terminated by the Company at any time before December 31, 2012 other than for Cause (as defined herein below), the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination (the “Termination Date”), less applicable withholdings and deductions required by law, or otherwise agreed to by the parties (the “Severance Amount”) for a period of eighteen (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Period”. The Severance Amount shall be paid in monthly installments during the Severance Period in accordance with the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in a lump sum on the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, and nonrevocation, of a General Release and Separation Agreement substantially in the form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm to the Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or (viii) Employee having wrongfully and substantially enriched himself or herself at the expense of the Company.

Effect of Termination Without Cause. If Employee’s employment is terminated by or Executive's Resignation -------------------------------------------------------------- for Good Reason. In the event (i) the Company at any time before December 31, 2012 other than for Cause (as defined herein below), terminates Executive's employment --------------- with the Company without cause; or (ii) Executive resigns for Good Reason; or (iii) Executive's termination is due to death or disability, Executive shall pay be entitled to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination (the “Termination Date”), less applicable withholdings and deductions required by law, or otherwise agreed to by the parties (the “Severance Amount”) then existing Base Salary for a period of eighteen (18) months. The number months from the date of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Period”. The Severance Amount shall be paid in monthly installments during the Severance Period termination payable in accordance with the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in a lump sum on the Company’s 's regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, schedule and nonrevocation, of a General Release and Separation Agreement substantially in the form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence reasonable business expenses incurred prior to the effective date of said General Release and Separation Agreementtermination. For the purposes of this Section 2In addition, “Cause” Executive shall be deemed entitled to exist upon: (i) his annual bonus, including the conviction cash value of Employee forshares issued, or the entry prorated to his date of a plea of guilty or nolo contendere by Employee totermination, a felony charge or any crime involving moral turpitude; and (ii) Unlawful conduct on immediate and full vesting of all outstanding stock options granted through the termination date. To the extent that Executive and/or any of his dependents is eligible to, and timely elects to receive continuation coverage under any group health plan providing medical, dental, vision, prescription drug, wellness or other health care or medical coverage which is subject to the provisions of part 6 of Employee that may reasonably be considered to reflect negatively on Title I of ERISA ("COBRA") the Company shall timely reimburse Executive and/or any of his dependents to the extent permitted by law for any premiums required for such coverage for up to eighteen (18) months from date of termination. This payment of premiums by the Company is not intended to alter in any way the provisions of any group health plan of the Company, and all time limits, effects of subsequent coverage and all other relevant provisions of any such plan remain unchanged and shall control Executive's (and his dependent's) entitlement to coverage or compromise benefits under such plan. Should any or all of the effective performance of Employee’s duties as payments made pursuant to this Employment Agreement be determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest be a parachute payment under Section 280G of the Company (includingInternal Revenue Code, then such payments shall be limited to an amount that will not cause a parachute excise tax. Upon the termination of Executive's employment without limitationcause or Executive's Resignation for Good Reason, breach by the Employee of this Agreement), except in cases involving Employee’s mental neither Executive nor his beneficiary or physical incapacity estate shall have any further rights or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on claims against the Company or compromise the effective performance of Employee’s duties except as determined by the Company provided in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm this Section 4.5 and Executive's right to the Company with intent to do so or as a result of gross negligence in the performance receive his unpaid portion of his Base Salary earned through the Date of Termination; reimbursement for any expenses; payment of all unused personal days accrued per Company policy; and any rights pursuant to Company's benefit or her duties; or (viii) Employee having wrongfully and substantially enriched himself or herself at the expense of the Companyretirement plans.

Effect of Termination Without Cause. If the Employee’s employment with the Company is terminated by the Company without Cause: (a) the Company will provide the Employee with 6 (six) months’ notice prior to terminating the Employee’s employment. The Company can elect at any time before December 31its sole discretion to provide the Employee with payment in lieu of notice or to place Employee on Garden Leave pursuant to clause 14.7 hereinbelow; (b) the Company shall pay to the Employee the Accrued Amounts; (c) so long as the Employee complies with clauses 10 (Non-Compete), 2012 other than for Cause 11 (as defined herein below)Non-Solicitation) and 12 (Confidentiality And Non-Disclosure) of this Contract, the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination Employee an amount (the “Severance Payment”) equal to 18 (eighteen) months of the Employee’s Annual Salary, an amount equivalent to Employee’s annual benefits (excluding clause 5.4) and an equivalent of amount of bonus / incentive received during the immediate preceding 2 (two) years as in effect on the Termination Date”), which amount shall be payable in equal instalments (less applicable withholdings and deductions required by law, or otherwise agreed to by deductions) over a period of 12 (twelve) months following the parties Termination Date (the “Severance AmountPayment Period”), and commencing on the first payroll period (the “Initial Payment”) for a period of eighteen occurring on or after the 60th day following the Termination Date (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Delay Period”. The Severance Amount ); provided, that the Initial Payment shall be paid in monthly installments include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Employee’s Annual Salary was paid prior to such termination; (d) Payments pursuant to this clause 14.4 shall be in accordance with lieu of any other severance benefits that the Employee may be eligible to receive under the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in Company Group’s benefit plans or programs. (e) As a lump sum on condition to receiving the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance payments or benefits provided for under this Agreement shall be contingent upon Employee’s timely executionhereinabove, the Employee agrees to sign and nonrevocation, of deliver to the Company a General Release and Separation Agreement substantially release in the a form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release Schedule 2 and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm delivered to the Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or within 5 (viiifive) Employee having wrongfully and substantially enriched himself or herself at the expense Business Days of the CompanyTermination Date, which must become effective within 60 (sixty) days following the Termination Date.

Effect of Termination Without Cause. If Employee’s 's employment is terminated by the Company at any time before December 31, 2012 other than for Cause (as defined herein below), the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination (the “"Termination Date”"), less applicable withholdings and deductions required by law, or otherwise agreed to by the parties (the “"Severance Amount”") for a period of eighteen (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “"Severance Period”". The Severance Amount shall be paid in monthly installments during the Severance Period in accordance with the Company’s 's customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in a lump sum on the Company’s 's regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance benefits provided for under this Agreement shall be contingent upon Employee’s 's timely execution, and nonrevocation, of a General Release and Separation Agreement substantially in the form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm to the Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or (viii) Employee having wrongfully and substantially enriched himself or herself at the expense of the Company.

Effect of Termination Without Cause. (i) If Employeethe Executive’s employment with the Company is terminated by the Company without Cause: (A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect at any time before December 31its sole discretion to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 4(g). (B) the Company shall pay to the Executive the Accrued Amounts; (C) so long as the Executive complies with Sections 5(c), 2012 other than for Cause (as defined herein below)5(d) and 5(e) of this Agreement, the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination Executive an amount (the “Severance Payment”) equal to 18 months of the Executive’s annual Base Salary, an amount equivalent to Executive’s annual benefits(excluding Section 3(g)), and an equivalent of amount of bonus / incentive received during the immediate preceding two (2) years as in effect on the Termination Date”), which amount shall be payable in equal installments (less applicable withholdings and deductions required by law, or otherwise agreed to by deductions) over a period of 12 months following the parties Termination Date (the “Severance AmountPayment Period”), and commencing on the first payroll period (the “Initial Payment”) for a period of eighteen occurring on or after the 60th day following the Termination Date (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Delay Period”. The Severance Amount ); provided, that the Initial Payment shall be paid in monthly installments include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in accordance with lieu of any other severance benefits that the Executive may be eligible to receive under the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in Company Group’s benefit plans or programs. (ii) As a lump sum on condition to receiving the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance payments or benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, in Section 4(d)(i)(C) the Executive agrees to sign and nonrevocation, of deliver to the Company a General Release and Separation Agreement substantially release in the a form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release B and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm delivered to the Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or within five (viii5) Employee having wrongfully and substantially enriched himself or herself at the expense business days of the CompanyTermination Date, which must become effective within sixty (60) days following the Termination Date.

Effect of Termination Without Cause. (i) If Employeethe Executive’s employment with the Company is terminated by the Company without Cause: (A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect, at any time before December 31its sole discretion, 2012 other than for Cause to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 4(g). (B) the Company shall pay to the Executive the Accrued Amounts; (C) so long as defined herein belowthe Executive complies with Sections 5(c), 5(d) and 5(e) of this Agreement, the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination Executive an amount (the “Severance Payment”) equal to six (6) months of the Executive’s annual Base Salary as in effect on the Termination Date”)Date and an amount equivalent to executive’s annual benefits, which amount shall be payable in equal installments (less applicable withholdings and deductions required by law, or otherwise agreed to by deductions) over a period of twelve (12) months following the parties Termination Date (the “Severance AmountPayment Period”), and commencing on the first payroll period (the “Initial Payment”) for a period of eighteen occurring on or after the 60th day following the Termination Date (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Delay Period”. The Severance Amount ); provided, that the Initial Payment shall be paid in monthly installments include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in accordance with lieu of any other severance benefits that the Executive may be eligible to receive under the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in Company Group’s benefit plans or programs. (ii) As a lump sum on condition to receiving the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance payments or benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, in Section 4(d)(i)(C) the Executive agrees to sign and nonrevocation, of deliver to the Company a General Release and Separation Agreement substantially release in the a form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release B and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm delivered to the Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or within five (viii5) Employee having wrongfully and substantially enriched himself or herself at the expense business days of the CompanyTermination Date, which must become effective within sixty (60) days following the Termination Date.

Effect of Termination Without Cause. (i) If Employeethe Executive’s employment with the Company is terminated by the Company without Cause: (A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect, at any time before December 31its sole discretion, 2012 other than for Cause to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 4(h). (B) the Company shall pay to the Executive the Accrued Amounts; (C) so long as defined herein below)the Executive complies with Sections 5(c) of this Agreement, the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination Executive an amount (the “Termination DateSeverance Payment”)) equal to 18 months of the Executive’s annual Base Salary, an amount equivalent to executive’s annual benefits. Severance Payment will include, and an equivalent amount of bonus/incentive received during the immediate preceding two years. Severance Payment shall be payable in equal installments (less applicable withholdings and deductions required by law, or otherwise agreed to by deductions) over a period of 12 months following the parties Termination Date (the “Severance AmountPayment Period”), and commencing on the first payroll period (the “Initial Payment”) for a period of eighteen occurring on or after the 60th day following the Termination Date (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Delay Period”. The Severance Amount ); provided, that the Initial Payment shall be paid in monthly installments include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in accordance with lieu of any other severance benefits that the Executive may be eligible to receive under the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in Company Group’s benefit plans or programs. (ii) As a lump sum on condition to receiving the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance payments or benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, in Section 4(d)(i)(C) the Executive agrees to sign and nonrevocation, of deliver to the Company a General Release and Separation Agreement substantially release in the a form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release B and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm delivered to the Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or within five (viii5) Employee having wrongfully and substantially enriched himself or herself at the expense business days of the CompanyTermination Date, which must become effective within sixty (60) days following the Termination Date.

Effect of Termination Without Cause. (i) If Employeethe Executive’s employment with the Company is terminated by the Company without Cause: (A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect, at any time before December 31its sole discretion, 2012 other than for Cause to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 4(h). (B) the Company shall pay to the Executive the Accrued Amounts; (C) so long as defined herein belowthe Executive complies with Sections 5(c), 5(d) and 5(e) of this Agreement, the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination Executive an amount (the “Termination DateSeverance Payment”)) equal to 18 months of the Executive’s annual Base Salary, an amount equivalent to Executive’s annual benefits, and an equivalent amount of bonus/incentive received during the immediate preceding two years. Severance Payment shall be payable in equal installments (less applicable withholdings and deductions required by law, or otherwise agreed to by deductions) over a period of 12 months following the parties Termination Date (the “Severance AmountPayment Period”), and commencing on the first payroll period (the “Initial Payment”) for a period of eighteen occurring on or after the 60th day following the Termination Date (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Delay Period”. The Severance Amount ); provided, that the Initial Payment shall be paid in monthly installments include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in accordance with lieu of any other severance benefits that the Executive may be eligible to receive under the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in Company Group’s benefit plans or programs. (ii) As a lump sum on condition to receiving the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance payments or benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, in Section 4(d)(i)(C) the Executive agrees to sign and nonrevocation, of deliver to the Company a General Release and Separation Agreement substantially release in the a form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release B and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm delivered to the Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or within five (viii5) Employee having wrongfully and substantially enriched himself or herself at the expense business days of the CompanyTermination Date, which must become effective within sixty (60) days following the Termination Date.

Effect of Termination Without Cause. (a) If Employeethe Executive’s employment is with the Company shall be terminated by the Company at any time before December 31, 2012 other than for without Cause during the Term of this Agreement: (as defined herein below), i) the Company shall pay to Employeethe Executive the Base Salary earned through the Termination Date; and (ii) so long as the Executive complies with the requirements of Section 4.7 of the Asset Purchase Agreement and Section 4.3(b), 4.5 and 5.2 of this Agreement the Company shall pay to the Executive an amount equal to the Executive’s Base Salary, as severance, his or her gross monthly salary in effect as on the Termination Date, payable for the remainder of every year of the date of such termination (the “Termination Date”), less applicable withholdings and deductions required by law, or otherwise agreed to by the parties Term (the “Severance AmountPayment Period”) for a on the same terms and with the same frequency as the Executive’s Base Salary was paid prior to such termination. Such payment shall commence on the first payroll period (the “Initial Payment Date”) which occurs on or after the expiration of eighteen (18) months. The number of months over which the Severance Amount Delay Period (as defined below), which initial payment shall be paid shall hereinafter be referred include the payment of any payroll periods occurring prior to as the “Severance Period”. The Severance Amount shall be paid in monthly installments during the Severance Period in accordance with the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Initial Payment Date shall be paid in a lump sum on and shall continue for the remainder of the Severance Payment Period. (b) As a condition to receiving the payments provided for in clauses (i) and (ii) of Section 4.3(a), the Executive agrees to sign and deliver to the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment at the time of the severance benefits provided for under this Agreement shall be contingent upon EmployeeExecutive’s timely executiontermination of employment, a release in form and nonrevocation, of a General Release and Separation Agreement substance substantially in similar to the form of release attached hereto as Exhibit A. Payment A (the “Employee Release”), and all revocation periods regarding such release must expire within sixty (60) days of the severance benefits provided for under Executive’s Termination Date (the “Severance Delay Period”). The Executive acknowledges that if the conditions of clause (ii) of Section 4.3(a) and this Agreement shall Section 4.3(b) are not commence met prior to the effective date of said General Release and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon: (i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude; (ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest expiration of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability; (iv) Employee’s willful violation of the Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion; (v) fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Employee; (vi) Employee undertaking a position in competition with Company; (vii) Employee having caused substantial harm to the Company with intent to do so or Severance Delay Period as a result of gross negligence the Executive’s failure to act reasonably in approving and executing the performance release, then the Executive shall forfeit the right to receive the payments provided for in clause (ii) of his or her duties; or Section 4.3(a). Company, Parent and Executive acknowledge and agree that the Employee Release does not release, and specifically excludes, the Executive’s and all other third-parties’ rights and remedies under the Asset Purchase Agreement, Merger Agreement, Earn-Out Agreement dated March 30, 2015 (viii) Employee having wrongfully the “Earn-Out Agreement”), Additional Earn-Out Agreement dated March 30, 2015 (“Additional Earn-Out Agreement”), and substantially enriched himself or herself at the expense of the CompanySubordinated Convertible Seller Note dated March 30, 2015 (“Subordinated Convertible Note”).