Common use of Other Termination by the Company Clause in Contracts

Other Termination by the Company. The Company may terminate the employment of the Employee for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of nine months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of eighteen months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of nine months, which period shall increase to eighteen months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

Other Termination by the Company. The Company may terminate the employment of the Employee for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of nine months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of eighteen months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of nine months, which period shall increase to eighteen months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for one year plus the Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

Other Termination by the Company. The Company may terminate the employment of the Employee Executive for any reason other than one specified in Section 4(b) or Section 4(c) hereof immediately upon written notice of termination to the EmployeeExecutive. If the Executive’s employment with the Company is terminated by the Company for any reason other than one specified in Section 4(b) or Section 4(c), in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up addition to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to Accrued Obligations and the Employee under the terms of any employee benefit plans of the CompanyEarned Bonus, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction execution by the Executive of a release in the provisions form of Section 4(gExhibit C hereto (the “Release”) and the compliance by the Employee Executive with the Release and all terms and provisions of this Agreement and the Invention Assignment Agreement (as defined in Section 5(b)) that survive the termination of the EmployeeExecutive’s employment by the Company, (A) Company the Employee’s Base Salary for a period of nine months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee Executive shall be increased entitled to receive (i) severance payments in an amount equal to the Employee’s Base Salary for a the for the twelve (12) month period of eighteen months and be payable in a single lump sum payment, less applicable taxes and withholdingsfollowing the termination date; (Bii) direct payment or reimbursement (upon presentation by the Company of proof of payment) of the Employee’s medical insurance COBRA premiums at the same level of employer subsidization as was in effect on the termination date until the earlier of the end of the twelve (12) month period following the termination date or (2) the date the Executive becomes eligible for group health insurance through another employer and (iii) with regard to any of the Executive’s awarded and outstanding options to purchase shares of the Company’s Common Stock that are subject to time-based vesting, a number of option shares equal to the number of shares that would have vested if Executive continued to be employed for a period equal to 9 months after the date of nine monthstermination shall become vested and exercisable. Notwithstanding the foregoing, which if the Executive’s employment with the Company is terminated by the Company (or its successor) for any reason other than one specified in Section 4(b) or Section 4(c) within the twelve (12) month period shall increase following a Change of Control, then, in addition to eighteen months if such the Accrued Obligations and the Earned Bonus, and subject to the execution by the Executive of the Release and the compliance by the Executive with the Release and all terms and provisions of this Agreement and the Invention Assignment Agreement (as defined in Section 5(b)) that survive the termination of the Executive s employment by the Company, the Executive shall occur within be entitled to (A) receive severance payments in the Change form of continued payment of the Base Salary for the eighteen (18) month period following the termination date, (B) direct payment by the Company of COBRA premiums at the same level of employer subsidization as was in Control Period; and effect on the termination date until the earlier of (1) the date that is eighteen (18) months following the termination date or (2) the date the Executive becomes eligible for group health insurance through another employer, (C) if such termination shall occur within the Change in Control Period, an amount equal to the Employeetarget Cash Bonus and (D) with regard to any of the Executive’s Target Bonus awarded and outstanding options to purchase shares of the Company’s Common Stock that are subject to time-based vesting, a number of option shares equal to the number of shares that would have vested if Executive continued to be employed for a period equal to 9 months after the year in which such employment date of termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes become vested and withholdingsexercisable. Any severance payments and lump sum payments benefits due hereunder pursuant to this Section 4(d), other than the Accrued Obligations and Earned Bonus, shall be paid or commence as soon as administratively feasible within 60 days days, but no earlier than 30 days, after the date of the EmployeeExecutive’s termination of employment employment, provided the Employee Executive has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee Executive has not revoked the Release; provided, provided however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments pursuant to this Section 4(d) commence, the Company will pay the Employee Executive in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee Executive would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled. The Accrued Obligations will be paid on the first payroll date following last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. The Earned Bonus will be paid when it would have been paid had Executive remained employed with the Company. If the Executive’s employment with the Company is terminated by the Company pursuant to this Section 4(d), the Company shall not have any further obligation or liability under this Agreement except for the payments specified in this Section 4(d) and payment of the Accrued Obligations and the Earned Bonus.

Other Termination by the Company. The Company may terminate the employment of the Employee for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of nine months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of eighteen months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of nine months, which period shall increase to eighteen months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for one year plus the Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

Other Termination by the Company. The Company may terminate the employment of the Employee for this Agreement at any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon time without “Cause” by providing written notice to Employee. If the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of Company terminates this Agreement that survive at any time during the termination of Term without Cause (i.e., other than pursuant to Section 8(c) or 8(d) above), the Employee’s employment by the Company, (A) the Employee’s Company shall continue to pay Employee his Base Salary for a period of nine monthstwenty four (24) months following the date of termination of employment under this Agreement (the “Severance Period”), less applicable taxes if and withholdingsonly if Employee has executed and delivered to the Company the General Release substantially in form and substance as set forth in Exhibit C attached hereto and the General Release has become effective, payable and only so long as Employee has not revoked or breached the provisions of the General Release or breached the provisions of Sections 6 and 22 hereof and does not apply for unemployment compensation chargeable to the Company or any Subsidiary during the Severance Period, the timing and manner of such payments to be in accordance with the salary payment arrangements in effect at the time of such termination. Included in such payments will be the cash equivalent of any earned and accrued vacation leave, health insurance coverage during the severance continuation period, life insurance and any other benefits applicable to other employees within the company. Employee will receive a Pro Rata Bonus Amount (as defined above in Section 8(a)) following termination of Employee by the Company without Cause, payable no later than the date on which other bonuses for such applicable year are paid to employees of the Company generally. Notwithstanding any provision in this Agreement to the contrary, the Company’s regular payroll practices, with an accelerated payment obligations to make payments pursuant to this Section 8(e) shall immediately terminate in the event that the Employee engages in any of any balance upon the occurrence of a Change in Control; provided, however, that Competitive Activities (even if such Section 6(b) is not applicable due to termination of employment shall occur within three months before or within twelve months after without Cause). Notwithstanding anything to the occurrence of a Change contrary in Control (such period being referred to herein as the “Change of Control Period”)this Agreement, the severance payable failure to renew this Agreement or the Employee Term shall be increased to an amount equal to the Employee’s Base Salary for not constitute a period of eighteen months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of nine months, which period shall increase to eighteen months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in and no payment(s) shall be made to Employee as a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduledresult thereof.

Other Termination by the Company. The Company may terminate the employment of the Employee Executive for any reason other than one specified in Section 4(b) or Section 4(c) hereof immediately upon written notice of termination to the EmployeeExecutive. If the Executive’s employment with the Company is terminated by the Company on or after [September 30, 2023] for any reason other than one specified in Section 4(b) or Section 4(c), in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up addition to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the CompanyAccrued Obligations, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction execution by the Executive of a release in the provisions form of Section 4(gExhibit B hereto (the “Release”) and the compliance by the Employee Executive with the Release and all terms and provisions of this Agreement and the Executive Confidentiality Agreement (as defined in Section 5) that survive the termination of the EmployeeExecutive’s employment by the Company, : (Ai) the Employee’s Executive shall be entitled to receive severance payments in an amount equal to the Base Salary for a period of nine months, less applicable taxes and withholdingsthe Severance Period, payable in accordance with the Company’s regular payroll practices, with an accelerated payment practices and policies then in effect (except as provided below regarding the commencement of any balance upon payments); (ii) the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee Executive shall be increased entitled to an amount equal to the Employee’s Base Salary for a period of eighteen months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or receive monthly reimbursement (upon presentation of proof of payment) of for the Employee’s medical insurance premiums under the Company’s group insurance plan (for the Executive and his eligible dependents at the same level as was in effect on the termination date until the earlier of (1) the end of the Severance Period or (2) the date the Executive becomes eligible for a medical benefits through another employer; (iii) if vesting shall not have accelerated under the equity awards then held by Executive, including, but not limited to, the Option, then the Company will accelerate the vesting of the number of shares subject to options that would have vested in the twelve (12) month period after Executive’s separation, such that, effective as immediately prior to the separation date, Executive will be considered to have vested in all options granted to him through, and no later than twelve (12) months following the date of nine months, which period shall increase to eighteen months if such termination of employment shall occur within the Change in Control Periodseparation; and (Civ) if such termination shall occur within the Change in Control Period, an amount equal effective as immediately prior to the Employee’s Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by separation date, the Company and/or its successor in shall extend the Change in Controlperiod of time for Executive to exercise any vested shares subject to options until the earlier of (i) the expiration date of the applicable option, payable in a single lump sum payment, less applicable taxes and withholdingsor (ii) twelve (12) months after Executive’s separation date. Any severance payments and lump sum payments due hereunder pursuant to Section 4(d), other than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the EmployeeExecutive’s termination of employment provided the Employee Executive has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On The Accrued Obligations will be paid on the first payroll date that severance payments commencefollowing last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. If the Executive’s employment with the Company is terminated by the Company pursuant to this Section 4(d), the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would shall not have received on any further obligation or prior to such date but liability under this Agreement except for the delay imposed by the immediately preceding sentence, with the balance payments specified in clauses (i) and (ii) of this Section 4(d) and payment of the severance payments to be paid as originally scheduledAccrued Obligations.

Other Termination by the Company. The Company may terminate the employment of the Employee and this Agreement for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of nine six (6) months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of eighteen (18) months and be payable in a single lump sum payment, less applicable taxes and withholdings; and (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of nine six (6) months, which period shall increase to eighteen months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance Severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

Other Termination by the Company. The Company may terminate the employment of the Employee for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of nine twelve months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of in Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of eighteen 24 months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of nine twelve months, which period shall increase to eighteen 24 months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination of employment shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for the year in which such employment termination shall occur occur, prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

Other Termination by the Company. The Company may terminate the employment of the Employee for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of nine twelve months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of in Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of eighteen 18 months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of nine twelve months, which period shall increase to eighteen 18 months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination of employment shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for the year in which such employment termination shall occur occur, prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

Other Termination by the Company. The Company may terminate the employment of the Employee and this Agreement for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of nine one (1) month for every two months of employment to a maximum of six (6) months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of eighteen twelve (12) months and be payable in a single lump sum payment, less applicable taxes and withholdings; and (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period equal to the number of nine months, months of salary continuance which period shall increase to eighteen months (18) if such termination of employment shall occur within the Change in Control Period; and (C) if such termination shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings. Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance Severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

Other Termination by the Company. The Company may terminate the employment of the Employee Executive for any reason other than one specified in Section 4(b) or Section 4(c) hereof immediately upon written notice of termination to the EmployeeExecutive. If the Executive’s employment with the Company is terminated by the Company for any reason other than one specified in Section 4(b) or Section 4(c), in which event the Employee shall be entitled to receive: (i) any portion of the Employee’s Base Salary for the period up addition to the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the CompanyAccrued Obligations, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction execution by the Executive of a release in the provisions form of Section 4(gExhibit B hereto (the “Release”) and the compliance by the Employee Executive with the Release and all terms and provisions of this Agreement and the Executive Confidentiality Agreement (as defined in Section 5) that survive the termination of the EmployeeExecutive’s employment by the Company, : (Ai) the Employee’s Executive shall be entitled to receive severance payments in an amount equal to the Base Salary for a period of nine months, less applicable taxes and withholdingsthe Severance Period, payable in accordance with the Company’s regular payroll practices, with an accelerated payment practices and policies then in effect (except as provided below regarding the commencement of any balance upon payments); (ii) the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”), the severance payable to the Employee Executive shall be increased entitled to an amount equal to the Employee’s Base Salary for a period of eighteen months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or receive monthly reimbursement (upon presentation of proof of payment) of for the Employee’s medical insurance premiums under the Company’s group insurance plan (for the Executive and his eligible dependents at the same level as was in effect on the termination date until the earlier of (1) the end of the Severance Period or (2) the date the Executive becomes eligible for a medical benefits through another employer; (iii) if vesting shall not have accelerated under the equity awards then held by Executive, including, but not limited to, the Option, then the Company will accelerate the vesting of the number of shares subject to options that would have vested in the twelve (12) month period after Executive’s separation, such that, effective as immediately prior to the separation date, Executive will be considered to have vested in all options granted to him through, and no later than twelve (12) months following the date of nine months, which period shall increase to eighteen months if such termination of employment shall occur within the Change in Control Periodseparation; and (Civ) if such termination shall occur within the Change in Control Period, an amount equal effective as immediately prior to the Employee’s Target Bonus for the year in which such employment termination shall occur prorated based on the relative number of days in such year during which the Employee was employed by separation date, the Company and/or its successor in shall extend the Change in Controlperiod of time for Executive to exercise any vested shares subject to options until the earlier of (i) the expiration date of the applicable option, payable in a single lump sum payment, less applicable taxes and withholdingsor (ii) twelve (12) months after Executive’s separation date. Any severance payments and lump sum payments due hereunder pursuant to Section 4(d), other than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the EmployeeExecutive’s termination of employment provided the Employee Executive has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On The Accrued Obligations will be paid on the first payroll date that severance payments commencefollowing last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. If the Executive’s employment with the Company is terminated by the Company pursuant to this Section 4(d), the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would shall not have received on any further obligation or prior to such date but liability under this Agreement except for the delay imposed by the immediately preceding sentence, with the balance payments specified in clauses (i) and (ii) of this Section 4(d) and payment of the severance payments to be paid as originally scheduledAccrued Obligations.