Common use of Monthly Severance Payments Clause in Contracts

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, If after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b6.3(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after If prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s 's employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “"Monthly Severance Payment”"). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b6.3(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s 's obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s 's execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s 's payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the sum of (A) Executive’s base salary per month in effect as of the date of terminationtermination plus (B) the average annual commissions paid to or accrued to Executive in respect of the two fiscal years of Corporation last ended prior to the fiscal year in which such termination occurs, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b6.3(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, If after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, If after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical medical, dental, life and dental disability insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after prior to the expiration of the Term, Executive terminates his her employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s 's employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “"Monthly Severance Payment”"). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b6.3(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s 's obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s 's execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s 's payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s 's employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “"Monthly Severance Payment”"). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b6.3(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s 's obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s 's execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive.. EMPLOYMENT AGREEMENT - 10 - (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s 's payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after If prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical medical, dental, life and dental disability insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.17.1) has occurred and, after prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 4.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.54.5, Executive will be entitled to the benefits described in Section 6.25.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b5.3(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a5.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b5.3(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii5.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the sum of (A) Executive’s base salary per month in effect as of the date of terminationtermination plus (B) the average annual commissions paid to or accrued to Executive in respect of the two fiscal years of Corporation last ended prior to the fiscal year in which such termination occurs, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after the expiration of the Term, Executive terminates his her employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s 's employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “"Monthly Severance Payment”"). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s 's death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s 's obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s 's execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s 's payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.17.1) has occurred and, after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 4.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.54.5, Executive will be entitled to the benefits described in Section 6.25.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 76, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b6.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a6.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.2(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii5.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after If prior to the expiration of the Term, Executive terminates his her employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after If prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a6.3(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.3(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s 's employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “"Monthly Severance Payment”"). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s 's death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s 's obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s 's execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s 's payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (ia) In the event that no Change in Control (as defined in Section 8.17) has occurred and, after prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s 's employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits amounts described in Section 6.2, 6.1 plus severance payments equal to the Applicable Severance Period number of calendar months remaining in the Term plus six months multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “"Monthly Severance Payment”"). For purposes . (b) In the event that Corporation and Executive do not extend the Term of this Agreement or enter into a replacement agreement as described in Section 71.2.2, Executive will not be entitled to any severance payment the amounts described in connection with any termination, including without limitation termination Section 6.1 plus Monthly Severance Payments equal to six months multiplied by reason the base salary per month in effect as of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration end of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (iic) Corporation’s 's obligations to pay Monthly Severance Payments (under either paragraph (a) or (b) of this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b6.2.1) are expressly conditioned on (i) Executive’s i)Executive's execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii6.2.1(c), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iiid) Monthly Severance Payments will be payable in a manner consistent with Corporation’s 's payroll practices for management employees. (ive) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the applicable severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s 's employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “"Monthly Severance Payment”"). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s 's death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s 's obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s 's execution of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s 's payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually EMPLOYMENT AGREEMENT - 12 - received by Executive from a new employer during the severance period described above.

Monthly Severance Payments. (i) In the event that no Change in Control (as defined in Section 8.1) has occurred and, If after the expiration of the Term, Executive terminates his her employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5, Executive will be entitled to the benefits described in Section 6.2, plus severance payments equal to the Applicable Severance Period multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a “Monthly Severance Payment”). For purposes of this Section 7, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 7.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date. (ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 7.2(a) and to continue medical and dental insurance benefits as provided in Section 7.2(b) are expressly conditioned on (i) Executive’s execution (not later than 45 days after Executive’s termination) of a release (in the form attached to this Agreement as Appendix 6.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive. (iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees. (iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.