Common use of Involuntary Termination other than for Cause Clause in Contracts

Involuntary Termination other than for Cause. If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: (A) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: (A) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser greater of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the '"Remaining Term'") or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('"Code'"), Section 4980B ('"COBRA'"), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. If Executive's employment is terminated as Voluntary Termination Following Constructive Termination or for Good Reason, or Non-Renewal by the Company, Upon a result of an Involuntary Termination Change in Control. In the event (1) the Company terminates this Agreement other than pursuant to Section 6 hereof, (2) the Employee terminates this Agreement in accordance with Section 7 following a Constructive Termination or for CauseGood Reason under Section 8 hereof, then or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or the Non-Renewal occurs within two years following severance benefits shall be paid or otherwise provided to Executive: the consummation of a Change in Control of the Company, then: (Ai) the Company shall pay to Executive in the form of Employee a cash lump sum payment, in cash, a severance payment immediately upon such termination of employment equal to two times the lesser of Severance Payments; (Iii) three all Company employee benefit plans and programs (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by including, but not limited to, the sum of (x) plans and programs set forth in Sections 3(e), other than participation in any Company tax-qualified retirement plan, applicable to the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which Employee shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured continued for two years from the date of Executive's such termination of employment. The employment (or, if such benefits are not available, or cannot be provided due to applicable law, the Company shall pay the Employee a lump sum cash amount equal to the after-tax economic equivalent thereof, provided that with respect to any benefit to be provided on an insured basis, such lump sum cash value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits). In the case of all benefits subject to COBRA, the Company shall continue to provide such benefits at its sole cost expense with respect to the Employee and expense provide Executive his dependents for the maximum period provided by COBRA; and (iii) all Time-Vesting Equity Awards previously granted to the Employee shall fully and Executive's eligible dependents, if any) with life, disability, immediately vest and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving become exercisable immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for through their original term with full rights as if the vested option shares until Employee’s employment had not terminated. All equity awards, other than the expiration or sooner termination of Time-Vesting Equity Awards, previously granted to the option term Employee will vest as determined in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected good faith by the Executive Board of Directors based on the percentage of achieved goals and approved objectives by the Employee and the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: : (Ai) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser greater of (I) three (3) times Executive's Base Salary Current Compensation or (II) Executive's Base Salary Current Compensation multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; ; (Bii) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The , the Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, accident and medical group health insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(Bsubsection 7 (c) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance health care coverage provided by the Company pursuant to this Section 9(a)(ii)(Bsubsection 7 (c) shall be in lieu of any other continued health care coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.;

Involuntary Termination other than for Cause. If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: (A) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser greater of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the '"Remaining Term'") or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('"Code'"), Section 4980B ('"COBRA'"), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. If Constructive ---------------------------------------------------------- Termination On or Following Change of Control. If, on or within the --------------------------------------------- six (6) month period immediately following a Change of Control, Executive's employment with the Company is Constructively Terminated or involuntarily terminated as a result of an Involuntary Termination by the Company other than for (x) Cause, then (y) Executive's death, or (z) Executive's Disability, then, subject to Executive executing and not revoking a standard form of mutual release of claims with the following severance benefits shall be paid or otherwise provided to Executive: Company, (A) Executive's Stock Option shall have its vesting accelerated such that 100% of the shares underlying such Stock Option shall vest; (B) Executive shall receive continued payments of one year's Base Salary plus the pro rata portion of the bonus earned by Executive in the time employed during such year, less applicable withholding, in accordance with the Company's standard payroll practices; (C) the Company shall pay to the group health, dental and vision plan continuation coverage premiums for Executive in the form of a lump sum payment, in cash, a severance payment equal to and his covered dependents under COBRA through the lesser of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years twelve (or any portion thereof, calculated on a daily basis12) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured months from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive , or (and Executive's eligible dependents, if anyy) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to date upon which Executive or Executive's and his covered dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), are covered by reason similar plans of Executive's termination of employmentnew employer; and (CD) the Company shall provide Executive with all stock options, warrants, rights and other Company stock-related awards granted welfare plan and fringe benefits in which Executive participated prior to Executive by his termination through the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon lesser of (x) twelve (12) months from the date of Executive's termination of employment, or (y) the date upon which Executive and his covered dependents are covered by similar plans of Executive's new employer, and if Executive is ineligible to participate in one or more of such benefit plans or programs of the Company's repurchase rights, if anythe Company shall provide Executive with such benefits on an equivalent basis, with respect to those vested shares shall immediately lapse, and each such stock option, including a Tax Gross-Up to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by benefits constitute taxable income to the Executive and approved but were provided to Executive on a non-taxable basis while Executive was employed by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. Termination by the Executive Based on a Material Breach by the Company or for Good Reason, or Nonrenewal by the Company Upon a Change in Control. If Executive's employment is terminated as a result of an Involuntary Termination (1) the Company terminates this Agreement other than for Causepursuant to Section 6 hereof, then (2) the following severance benefits Executive terminates this Agreement pursuant to Section 7 or 8, or (3) at the end of the Term of this Agreement the Executive shall cease to be paid or otherwise provided employed by the Company in the capacities of Executive Vice President, Chief Operating Officer and Chief Financial Officer by reason of the Company’s decision not to Executive: continue to employ the Executive as Chief Operating Officer at least on terms substantially similar to those set forth herein, and in each case the termination of employment occurs within two (A2) years of the consummation of a Change in Control of the Company, then: (i) the Company shall pay to the Executive in the form a cash lump immediately upon such termination of a lump sum payment, in cash, a severance payment employment equal to (a) two (2) times the lesser sum of the Executive’s Base Salary at the time of his termination of employment plus (Ib) the average bonus received by the Executive for the two (2) years preceding the year in which his termination of employment occurs; (ii) all Company employee benefit plans and programs (including, but not limited to, the plans and programs set forth in Section 3(e), other than participation in any Company tax-qualified retirement plan, applicable to the Executive shall be continued for three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured from the date of Executive's such termination of employment. The employment (or, if such benefits are not available, or cannot be provided due to applicable law, the Company shall pay the Executive a lump sum cash amount equal to the after-tax economic equivalent thereof, provided that, with respect to any benefit to be provided on an insured basis, such lump sum cash value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits). In the case of all benefits subject to COBRA, the Company shall continue to provide such benefits at its sole cost and expense provide with respect to the Executive and his dependents for the maximum period provided by COBRA; and (iii) all stock options and stock awards (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(Bequity rights) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, vest and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; become fully exercisable and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled remain fully exercisable through their respective original terms and otherwise in accordance with the requirements of Internal Revenue Code of 1986, their original respective terms as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's if no such termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.had occurred;

Involuntary Termination other than for Cause. If Executive's employment is terminated as Voluntary Termination Following Constructive Termination or for Good Reason, or Non-Renewal by the Company, Upon a result of an Involuntary Termination Change in Control. In the event (1) the Company terminates this Agreement other than pursuant to Section 6 hereof, (2) the Employee terminates this Agreement for CauseGood Reason under Section 8 hereof, then or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within 1.5 years following severance benefits shall be paid or otherwise provided to Executive: the consummation of a Change in Control of the Company, then: (Ai) the Company shall pay to Executive in the form of Employee a cash lump sum payment, in cash, a severance payment immediately upon such termination of employment equal to 1.5 times the lesser of Severance Payments; (Iii) three all Company employee benefit plans and programs (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by including, but not limited to, the sum of (x) plans and programs set forth in Sections 3(e), other than participation in any Company tax-qualified retirement plan, applicable to the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which Employee shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured continued for 1.5 years from the date of Executive's such termination of employment. The employment (or, if such benefits are not available, or cannot be provided due to applicable law, the Company shall pay the Employee a lump sum cash amount equal to the after-tax economic equivalent thereof, provided that with respect to any benefit to be provided on an insured basis, such lump sum cash value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits). In the case of all benefits subject to COBRA, the Company shall continue to provide such benefits at its sole cost expense with respect to the Employee and expense provide Executive his dependents for the maximum period provided by COBRA; and (iii) all Time-Vesting Equity Awards previously granted to the Employee shall fully and Executive's eligible dependents, if any) with life, disability, immediately vest and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving become exercisable immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for through their original term with full rights as if the vested option shares until Employee’s employment had not terminated. All equity awards, other than the expiration or sooner termination of Time-Vesting Equity Awards, previously granted to the option term Employee will vest as determined in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected good faith by the Executive Board of Directors based on the percentage of achieved goals and approved objectives by the Employee and the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: (A) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser greater of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the '"Remaining Term'") or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('"Code'"), Section 4980B ('"COBRA'"), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. Termination by the Executive Based on a Material Breach by the Company or for Good Reason, or Nonrenewal by the Company Upon a Change in Control. If Executive's employment is terminated as a result of an Involuntary Termination (1) the Company terminates this Agreement other than for Causepursuant to Section 6 hereof or (2) the Executive terminates this Agreement pursuant to Section 7 or 8, then and in each case the following severance benefits shall be paid or otherwise provided to Executive: termination of employment occurs within two (A2) years of the consummation of a Change in Control of the Company, then: (i) the Company shall pay to the Executive in the form a cash lump immediately upon such termination of a lump sum payment, in cash, a severance payment employment equal to the lesser of one (I) three (31) times the Executive's ’s Base Salary or at the time of his termination of employment; (IIii) Executive's Base Salary multiplied by all Company employee benefit plans and programs (including, but not limited to, the sum of (x) plans and programs set forth in Section 3(i), other than participation in any Company tax-qualified retirement plan, applicable to the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which Executive shall be paid to Executive within ten continued for one (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (31) year period measured from the date of Executive's such termination of employment. The employment (or, if such benefits are not available, or cannot be provided due to applicable law, the Company shall pay the Executive a lump sum cash amount equal to the after-tax economic equivalent thereof, provided that , with respect to any benefit to be provided on an insured basis, such lump sum cash value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits). In the case of all benefits subject to COBRA, the Company shall continue to provide such benefits at its sole cost and expense provide with respect to the Executive and his dependents for the maximum period provided by COBRA; and (iii) all stock options and awards of restricted stock (and Executive's eligible dependentssimilar equity rights), if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination all of employment; provided, however, that the benefits otherwise receivable by Executive which shall have become fully vested pursuant to this Section 9(a)(ii)(B3 (e) hereof, shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, remain fully exercisable through their respective original terms and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled otherwise in accordance with the requirements of Internal Revenue Code of 1986, their respective original terms as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time if no Change in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employerControl had occurred.

Involuntary Termination other than for Cause. If Executive's employment is terminated as Voluntary Termination Following Constructive Termination or for Good Reason, or Non-Renewal by the Company, Upon a result of an Involuntary Termination Change in Control. In the event (1) the Company terminates this Agreement other than pursuant to Section 6 hereof, (2) the Employee terminates this Agreement for CauseGood Reason under Section 8 hereof, then or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or the Non-Renewal occurs within 1.5 years following severance benefits shall be paid or otherwise provided to Executive: the consummation of a Change in Control of the Company, then: (Ai) the Company shall pay to Executive in the form of Employee a cash lump sum payment, in cash, a severance payment immediately upon such termination of employment equal to 1.5 times the lesser of Severance Payments; (Iii) three all Company employee benefit plans and programs (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by including, but not limited to, the sum of (x) plans and programs set forth in Sections 3(e), other than participation in any Company tax-qualified retirement plan, applicable to the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which Employee shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured continued for 1.5 years from the date of Executive's such termination of employment. The employment (or, if such benefits are not available, or cannot be provided due to applicable law, the Company shall pay the Employee a lump sum cash amount equal to the after-tax economic equivalent thereof, provided that with respect to any benefit to be provided on an insured basis, such lump sum cash value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits). In the case of all benefits subject to COBRA, the Company shall continue to provide such benefits at its sole cost expense with respect to the Employee and expense provide Executive his dependents for the maximum period provided by COBRA; and (iii) all Time-Vesting Equity Awards previously granted to the Employee shall fully and Executive's eligible dependents, if any) with life, disability, immediately vest and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving become exercisable immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for through their original term with full rights as if the vested option shares until Employee’s employment had not terminated. All equity awards, other than the expiration or sooner termination of Time-Vesting Equity Awards, previously granted to the option term Employee will vest as determined in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected good faith by the Executive Board of Directors based on the percentage of achieved goals and approved objectives by the Employee and the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. If Constructive Termination On or Following Change of -------------------------------------------------- Control. If, on or within the twelve (12) month -------- period immediately following a Change of Control, Executive's employment with the Company is Constructively Terminated or involuntarily terminated as a result of an Involuntary Termination by the Company other than for (x) Cause, then (y) Executive's death, or (z) Executive's Disability, then, subject to Executive executing and not revoking a standard form of mutual release of claims with the following severance benefits shall be paid or otherwise provided to Executive: Company, (A) Executive's Stock Option shall have its vesting accelerated such that 100% of the shares underlying such Stock Option shall vest; (B) Executive shall receive continued payments of one year's Base Salary plus the pro rata portion of the bonus earned by Executive in the time employed during such year, less applicable withholding, in accordance with the Company's standard payroll practices; (C) the Company shall pay to the group health, dental and vision plan continuation coverage premiums for Executive in the form of a lump sum payment, in cash, a severance payment equal to and his covered dependents under COBRA through the lesser of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years twelve (or any portion thereof, calculated on a daily basis12) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured months from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive , or (and Executive's eligible dependents, if anyy) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to date upon which Executive or Executive's and his covered dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), are covered by reason similar plans of Executive's termination of employmentnew employer; and (CD) the Company shall provide Executive with all stock options, warrants, rights and other Company stock-related awards granted welfare plan and fringe benefits in which Executive participated prior to Executive by his termination through the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon lesser of (x) twelve (12) months from the date of Executive's termination of employment, or (y) the date upon which Executive and his covered dependents are covered by similar plans of Executive's new employer, and if Executive is ineligible to participate in one or more of such benefit plans or programs of the Company's repurchase rights, if anythe Company shall provide Executive with such benefits on an equivalent basis, with respect to those vested shares shall immediately lapse, and each such stock option, including a Tax Gross-Up to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by benefits constitute taxable income to the Executive and approved but were provided to Executive on a non-taxable basis while Executive was employed by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

Involuntary Termination other than for Cause. If Executive's employment is terminated as Voluntary Termination Following Constructive Termination or for Good Reason, or Non-Renewal by the Company, Upon a result of an Involuntary Termination Change in Control. In the event (1) the Company terminates this Agreement other than pursuant to Section 6 hereof, (2) the Employee terminates this Agreement for CauseGood Reason under Section 8 hereof, then or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or the Non-Renewal occurs within two years following severance benefits shall be paid or otherwise provided to Executive: the consummation of a Change in Control of the Company, then: (Ai) the Company shall pay to Executive in the form of Employee a cash lump sum payment, in cash, a severance payment immediately upon such termination of employment equal to two times the lesser of Severance Payments; (Iii) three all Company employee benefit plans and programs (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by including, but not limited to, the sum of (x) plans and programs set forth in Sections 3(e), other than participation in any Company tax-qualified retirement plan, applicable to the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which Employee shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured continued for two years from the date of Executive's such termination of employment. The employment (or, if such benefits are not available, or cannot be provided due to applicable law, the Company shall pay the Employee a lump sum cash amount equal to the after-tax economic equivalent thereof, provided that with respect to any benefit to be provided on an insured basis, such lump sum cash value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits). In the case of all benefits subject to COBRA, the Company shall continue to provide such benefits at its sole cost expense with respect to the Employee and expense provide Executive his dependents for the maximum period provided by COBRA; and (iii) all Time-Vesting Equity Awards previously granted to the Employee shall fully and Executive's eligible dependents, if any) with life, disability, immediately vest and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving become exercisable immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for through their original term with full rights as if the vested option shares until Employee’s employment had not terminated. All equity awards, other than the expiration or sooner termination of Time-Vesting Equity Awards, previously granted to the option term Employee will vest as determined in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected good faith by the Executive Board of Directors based on the percentage of achieved goals and approved objectives by the Employee and the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.