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 Employee's employment at any time for whatever reason it deems appropriate; provided, however, that in the event that such termination is not pursuant to Sections 6.1, 6.2 or 6.3: (A) The Company shall pay to the Employee, within thirty (30) days of the date of such termination, a lump sum amount in cash equal to (a) if such termination shall take place prior to a Change in Control (as hereinafter defined), the lesser of (i) the product of one (1) month's base salary (at the highest monthly rate in effect during the six (6) month period immediately preceding such termination) multiplied by a fraction, the numerator of which shall be the Employee's annual base salary at a rate equal to the highest annual rate in effect, pursuant to Section 3, during the six (6) month period immediately preceding such termination, and the denominator of which shall be 10,000, or (ii) three (3) times the Employee's average annualized cash compensation (base salary and bonus) during the most recent five (5) taxable years of the Company ending before the date of such termination (or during such portion of such period as the Employee was employed by, or rendered services for, the Company), less $1,000, or (b) if such termination shall take place subsequent to a Change in Control, the lesser of (i) the product of two (2) months' base salary (at the highest monthly rate in effect during the six (6) month period immediately preceding such termination) multiplied by a fraction, the numerator of which shall be the Employee's annual base salary at a rate equal to the highest annual rate in effect, pursuant to Section 3, during the six (6) month period immediately preceding such termination, and the denominator of which shall be 10,000, or (ii) three (3) times the Employee's average annualized cash compensation (base salary and bonus) during the most recent five (5) taxable years of the Company ending before the date of such termination (or during such portion of such period as the Employee was employed by, or rendered services for, the Company), less $1,000. The Employee shall be under no obligation to seek subsequent employment and upon obtaining subsequent employment shall be under no obligation to offset any amounts earned from such subsequent employment (whether as an employee, a consultant or otherwise) against such lump sum payment. (B) The Company shall continue to carry the group life, hospitalization, surgical and major medical insurance coverage for the Employee for a two (2) year period following termination of employment. (C) Other rights and benefits of the Employee under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. (D) For a period of five years following termination of the employment of the Employee under Section 6.4 (the "Consulting Period"), the Company shall retain the Employee to provide such consulting services, on such projects, at such compensation and at such times as are mutually agreed to from time to time by the Employee and the Company. During the Consulting Period, the Employee shall be deemed an employee of the Company for any reason other than one specified in Section 4(bpurposes of the stock option plans and incentive plans of the Company (the "Plans"). Any options to purchase common stock, no par value (the "Common Stock"), of the Company (the "Options") heretofore or 4(c) hereof immediately upon written notice hereafter granted to the Employee pursuant to the Plans shall become fully exercisable and shall remain exercisable upon the termination of employment of the Employee until the first to occur of (a) the expiration of the term of such Options or (b) the expiration of the Consulting Period. In the event the Company terminates the Employee's services as a consultant hereunder prior to the expiration of the Consulting Period, in which event the Employee shall be entitled to receive: receive payment from the Company of liquidated damages in an amount equal to the aggregate Adjusted Option Spread (ias hereinafter defined), it being agreed that the Employee's damages might be impossible to ascertain and that such amount constitutes a fair and reasonable amount of damages under the circumstances and is not a penalty. Any damages payable to the Employee hereunder shall be paid by the Company to the Employee within fifteen (15) any portion days following the original expiration date of the Employee’s Base Salary for Consulting Period. For purposes hereof, the period up Adjusted Option Spread with respect to each Option held by the Employee on the date of termination that has been earned but remains unpaid; (ii) any benefits that have accrued of the Employee's services as a consultant hereunder shall be equal to the Employee under product of (a) the terms number of any employee benefit plans shares of Common Stock which are subject to such Option multiplied by (b) the excess of (i) the highest Market Price (as hereinafter defined) of the Company, Common Stock during the period commencing on the date on which benefits shall such Option ceases to be paid in accordance with the terms exercisable as a result 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 's services as a consultant hereunder and terminating on the Company, original expiration date of the Consulting Period over (Aii) the Employee’s Base Salary for a greater of (x) the option exercise price per share of Common Stock under such Option or (y) the highest Market Price of the Common Stock during the period commencing on the date 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 's services as was in effect a consultant hereunder and terminating 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 on which such employment termination Option ceases to be exercisable as a result of such termination. For purposes hereof, Market Price on any date shall occur prorated based mean the closing price per share of Common Stock on the relative number of days in New York Stock Exchange (or such year during other national securities exchange on which the Common Stock may be listed, if not listed on the New York Stock Exchange, or in the over-the-counter market, if not listed on a national securities exchange). Neither the Employee was employed by nor the Company and/or its successor shall have any further rights or obligations under this Agreement, except as provided in the Change in ControlSections 7, payable in a single lump sum payment8, less applicable taxes 9 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 scheduled10.

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 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 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 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 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 Employee's employment of at any time during the Employee Term for any whatever reason other than one specified it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 4(b6.1, 6.2 or 6.3, the Company shall (a) or 4(c) hereof immediately upon written notice continue 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 pay to the Employee under the terms of any employee benefit plans salary provided for in Section 3.1 for the remainder of the Company, which benefits shall be paid then-current Term and for one year thereafter and (b) pay to the Employee any bonus payable 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 Executive Bonus Plan. The Employee shall not be increased required 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 Releaseseek subsequent employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar yearEmployee obtains subsequent employment, the severance payments Employee shall begin to be paid in inform the second calendar year. On Company that he obtained such employment, and the Company shall offset any amounts earned from such subsequent employment (whether as an employee, a consultant or otherwise) against such salary continuation by the Company which becomes payable after the date that severance payments commencethe Employee obtains subsequent employment. If, upon expiration of the Term, the Company will pay shall fail to offer employment to the Employee in a single lump sum payment, less applicable taxes the same position and withholdingwith the same salary then in effect under Section 3.1 and participation in the Executive Bonus Plan on the same terms then in effect for an additional period of six (6) months pursuant to Section 1.2, the severance payments Company shall continue to pay to the Employee the salary then in effect under Section 3.1 for six (6) months from the date of expiration of the Term. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Employee would Closing (as defined in the Purchase Agreement) shall 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 scheduledoccurred.

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 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. (a) The Company may terminate the employment of the Employee for any reason your employment, other than one specified in a termination under Section 4(b) 4.1, 4.2 or 4(c) hereof immediately 4.3, upon 30 days’ written notice to you. In the Employeeevent this Agreement is so terminated, in which event the Employee you shall be entitled to receive: a lump sum payment equal to (i) any portion of two and one-half times (2.5x) the Employee’s sum of: (A) your Base Salary Salary, and (B) your Target Award under the ICP for the period up to the date fiscal year in which your termination of termination that has been earned but remains unpaid; employment occurs, and (ii) any benefits that have accrued unpaid cash incentive compensation bonus earned by you for the last full fiscal year prior to the Employee termination of your employment. (b) If the Company terminates your employment pursuant to this Section 4.4, then notwithstanding anything to the contrary in the LTIP, (i) you shall be eligible to receive unvested Award Payments (as defined in the LTIP) for your 2020 and 2021 awards granted under the terms of any employee benefit plans of the CompanyLTIP, which benefits shall be paid payable at target and in accordance with the terms of those plans; the LTIP at the same time and in the same manner as Award Payments paid to other participants (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 in any event such payment must be made within sixty (60) days of the applicable vesting date), provided however: (A) you shall automatically be eligible for such Award Payment without regard to the date of your termination of employment shall occur within three months before or within twelve months after during the occurrence of a Change in Control (such period being referred to herein as the “Change of Control Period”)calendar year, 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 such Award Payment shall increase not be subject 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 any requirement that you be 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 on the date of payment, and (ii)(A) any unvested Retention Component of an LTIP award for 2020 and thereafter shall continue to vest in accordance with its vesting schedule and (B) a pro rata portion of any performance component of an LTIP award for 2021 shall remain eligible to vest, subject to satisfaction of the Employee’s termination performance goals set forth in the applicable award agreement, as determined by the Committee, with such pro rata portion determined based on the portion of employment provided the Employee has timely executed and returned the Release referred to applicable performance period in Section 4(g) andwhich you were employed, 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 event of a subsequent Change of Control (as defined under the date that severance payments commenceExecutive Severance Plan) prior to the vesting of all of the awards granted to you under the LTIP, such awards will be treated no less favorably than those of continuing employees, subject to any applicable proration. (c) If the Company will pay terminates your Employment (as defined in the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or Omnibus Plan) pursuant to this Section 4.4 prior to such date but for the delay imposed vesting of any awards granted to you under the Omnibus Plan, excluding any Founders Award, then subject to Committee approval and not withstanding anything to the contrary in the Omnibus Plan or applicable award agreement, (i) any unvested time-based restricted stock unit, granted to you under the Omnibus Plan shall continue to vest in accordance with its vesting schedule set forth in the applicable award agreement and (ii) a pro rata portion of any performance-based restricted stock units granted to you under the Omnibus Plan shall remain eligible to vest, subject to satisfaction of the performance goals set forth in the applicable award agreement, as determined by the immediately preceding sentenceCommittee, with such pro rata portion determined based on the balance portion of the severance payments applicable performance period in which you were employed. (d) If the Company terminates your Employment (as defined in the Omnibus Plan) pursuant to this Section 4.4 prior to the vesting of your Founders Award, then any applicable performance conditions shall be paid as originally scheduleddeemed achieved at target performance and the Founders Award shall continue to vest in accordance with the vesting schedule set forth in the applicable award agreement.

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 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.

Other Termination by the Company. The Company may terminate this Agreement and the employment of the Employee Executive for any reason other than one specified in Section 4(b) Incapacity or 4(c) hereof Cause 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 Incapacity or Cause within the six (6) month period following the Effective Date, in which event the Employee Company shall be entitled to receive: (i) not have any portion of the Employee’s Base Salary further obligation or liability under this Agreement except for the period up Accrued Obligations. If the Executive’s employment with the Company is terminated by the Company for any reason other than Incapacity or Cause more than six (6) months following the Effective Date, then in 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 (and the irrevocability) of a release of claims in a form satisfactory to the provisions of Section 4(g) Company (the “Release”), the compliance by the Executive with the Release, the Covenants Agreement (as defined below), and the compliance by the Employee Executive with all terms and provisions of this Agreement that survive the termination of the EmployeeExecutive’s employment by the Company, the Executive shall be entitled to receive: (Ai) an amount equal to the Employee’s Base Salary (as in effect immediately prior to termination of employment) for a period of nine monthssix (6) months following the date of termination of employment, less applicable taxes and withholdings, payable paid in equal installments over a six (6) month period in accordance with the Company’s regular payroll practicesschedule in effect at the time (the “Severance Payments”); and (ii) the Annual Bonus awarded pursuant to Section 3(b), if any, with respect to the fiscal year prior to the fiscal year of termination, to the extend unpaid, when it would have been paid had the Executive remained employed with the Company. The Executive shall not be entitled to any other salary, compensation or other benefits after termination of the Executive’s employment, except as specifically provided for in the Company’s employee benefit plans or as otherwise expressly required by applicable law. Any Severance Payments payable pursuant to this Section 4(d) shall not be paid until the first scheduled payment date following the date the Release is executed and no longer subject to revocation, with the first such payment being in an accelerated payment amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the date of any balance upon the occurrence of a Change in Controltermination if such deferral had not been required; provided, however, that if any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”) shall not be paid until the 60th day following 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 extent necessary to an amount equal to the Employee’s Base Salary for a period of eighteen months and be payable in a single lump sum paymentavoid adverse tax consequences under Section 409A (provided that, 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 taxable year and ends in a second calendar taxable year, such Severance Payments shall not commence until the severance second taxable year), and, if such payments shall begin are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required; provided further that, if the Executive is a “specified employee” within the meaning of Section 409A, any Severance Payments payable to the Executive under this Section 4(d) during the first six months and one day following the date of termination pursuant to this Section 4(d) that constitute nonqualified deferred compensation within the meaning of Section 409A shall not be paid in the second calendar year. On until the date that severance is six (6) months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments commenceare required to be so deferred, the Company will pay first payment shall be in an amount equal to the Employee in a single lump sum payment, less applicable taxes and withholding, total amount to which the severance payments that Executive would otherwise have been entitled to during the Employee would have received on or prior to period following the date of termination if such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduleddeferral had not been required.