Common use of Other Than Cause Clause in Contracts

Other Than Cause. If Executive's employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a) or (b) above) or is terminated by Executive for Good Reason, Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to product of (A) the Base Salary under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%); except that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 below), such payment shall be equal to product of (A) the Base Salary under this Agreement and the maximum Bonus under this Agreement, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless. (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's termination of employment, provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii). The payment of the lump sum amount under Section 5(c)(i) shall be made on or before the earlier of the date ending on the expiration of three months following the date of termination of Executive's employment or the death of the Executive. To the extent any payment under Section 5(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, then such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's employment or the death of the Executive. Within three years following Executive's termination of employment, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c) shall be made to Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be.

Other Than Cause. If Executive's the employment of the Employee is terminated by the Company without Cause (other than as a result of deathdue to death or Disability), Disability or Cause as specified in Section 5(a) or (b) above) or is terminated by Executive for Good Reason, Executive the Employee shall be entitled to the following:following compensation and benefits, in addition to the Accrued Payments set forth in Section 7(d): (i) continued payments of the Employee’s Annual Base Salary, in accordance with the Company’s standard payroll practices, for a period of 12 months; provided, however, if such termination occurs on, or within one year after, a Change of Control (provided such event is also a “change of control event” as determined in accordance with Section 409A), such amount shall be paid in a lump sum payment on the Commencement Date; and (ii) Provided that the Employee timely elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for the 12 calendar months immediately following the end of the calendar month in which the Termination Date occurs, the Company shall pay a portion of the premiums so that the Employee’s cost for coverage is commensurate with active employees; provided, that, if the Company determines that such payments would cause adverse tax consequences to the Company or the Employee or otherwise not be permitted under the Company health and welfare plans or under law, the Company shall instead provide the Employee with monthly cash payments during such 12-month period in an amount equal to product the amount of (A) the Base Salary under this Agreement and bonus paid Company’s monthly contributions referenced above; provided, further, that such contributions shall cease to Executive during the immediately preceding twelve month period ending on be effective as of the date of termination of employmentthat the Employee obtains health and welfare benefits from a subsequent employer (the payments set forth in clauses (i) and (ii), multiplied by (B) one hundred percent (100%collectively, the “Severance Payments”); except that if Executive's termination of employment . Notwithstanding the foregoing, the Severance Payments shall be reduced by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control Non-Compete Payment (as defined in Section 6 belowthe Restrictive Covenants Agreement), if applicable, to the extent permitted under applicable law and Section 18 of this Agreement; provided that any such payment reduction shall be equal to product of (A) the Base Salary under this Agreement and the maximum Bonus under this Agreement, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless. (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements available applied to the Company executives earliest amount payable pursuant to this Section 7(b) with respect to which such reduction is permissible. If the Employee breaches any of the covenants set forth in which Executive was participating on the Restrictive Covenants Agreement (as applicable and pursuant to the terms therein), the Employee shall not be entitled to receive any further compensation or benefits pursuant to this Section 7(b) from and after the date of termination until such breach and the earliest of: (AEmployee shall be required to promptly repay any compensation the Employee received pursuant to this Section 7(b) the second anniversary of prior to the date of Executive's termination of employment, provided that if Executive's termination of employment by such breach. Notwithstanding anything to the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii)contrary contained herein, the Company shall have no obligation to pay the payments and provide him with similar the benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified set forth in this clause Section 7(b) unless, within sixty (iii). The payment 60) days after the Termination Date, the Employee executes and delivers to the Company a release of claims in a form substantially similar to the lump sum amount under Section 5(c)(i) shall be made on or before the earlier of the date ending on the expiration of three months following the date of termination of Executive's employment or the death of the Executive. To the extent any payment under Section 5(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, form attached hereto as amended, Exhibit B and the Treasury Regulations promulgated thereunder, then revocation period of such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's employment or the death of the Executive. Within three years following Executive's termination of employment, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c) shall be made to Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may berelease expires.

Other Than Cause. If Executive's ’s employment is terminated (i) by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a) or (b) above) or (ii) is terminated by Executive for Good ReasonReason (collectively, (i) and (ii), “Other than Cause”), or if Executive’s employment is terminated Other than Cause within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 below)(provided that Executive shall only receive compensation one-time under this Section 5(c)), Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to product twelve (12) months of (A) the Base Salary under this Agreement and bonus paid to Executive during at the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%); except that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 below), such payment shall be equal to product of (A) the Base Salary under this Agreement and the maximum Bonus under this Agreement, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashlessthen current rate. (ii) all amounts earned, accrued accrued, or owing through the date his her employment is terminated but not yet paid to Executive under Section 3;the terms of this Agreement. Nithinan Boonyawattanapisut Employment AgreementPage 4 of 11 (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination (or at the option of the Company, reimbursement of COBRA insurance premiums for substantially similar coverage as the Company’s plans) until the earliest of: (Aa) the second anniversary of twelve (12) months after the date of Executive's termination of employment, provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's ’s termination of employment; (Bb) the date this Agreement would have expired but for the occurrence of the date of termination; or (Cc) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his her participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him her with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii). The payment of the lump sum amount under Section 5(c)(i) shall be made on or before the earlier of the date ending on the expiration of three months following the date of termination determination of Executive's ’s employment or the death of the ExecutiveExecutive (if applicable). To the extent any payment under Section 5(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, then such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's ’s employment or the death of the Executive. Within three years following Executive's termination of employment, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c) shall be made to Executive's ’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be. Additionally, the Non-Compete Period shall not apply.

Other Than Cause. If Executive's ’s employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a) or (b) above) or is terminated by Executive for Good ReasonCause, Executive shall be entitled to the following: (i) a lump sum payment in of an amount (which amount shall be payable one-half on the first anniversary of the date of Executive’s termination and one-half on the second annual anniversary of the date of Executive’s termination) equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%)two; except provided that if Executive's ’s termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a “Change of Control Control” (as defined in Section 6 5 below), such payment shall be equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and during the maximum Bonus under this Agreementimmediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless.three; (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 32; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's ’s termination of employment, provided that if Executive's ’s termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's ’s termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii); (iv) Executive shall be entitled to exercise all options granted to him to the extent vested and exercisable at the date of termination of Executive’s employment; provided that if Executive’s termination of employment by the Company or the Executive is on or before January 1, 2015, then all options granted to him and exercisable within the first anniversary the date of termination of Executive’s employment shall be immediately and fully vested as of the date of termination; provided further that if Executive’s termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all options granted to Executive shall be immediately and fully vested and exercisable as of the date of termination; and (v) if Executive’s termination of employment by the Company or the Executive is on or before January 1, 2015, then all restrictions on all restricted stock awarded to Executive and all rights to such stock that would be removed and vested within the first anniversary the date of termination of Executive’s employment shall be immediately removed and fully vested as of the date of termination; provided that if Executive’s termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all restrictions on restricted stock awarded to Executive shall be removed and all rights to such stock vested as of the date of terminations. The payment of the lump sum amount under Section 5(c)(i4(c)(i) shall be made on or before the earlier of the date ending on the expiration of three six months following the date of termination of Executive's ’s employment or the death of the Executive. To the extent any payment under Section 5(c)(i4(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, then such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's ’s employment or the death of the Executive. Within three years following Executive's ’s termination of employment, Executive or Executive's ’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's ’s termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c4(c) shall be made to Executive's ’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be.

Other Than Cause. If Executive's employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a), (b) or (bc) above) or is terminated by Executive for Good Reason, Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%)two; except provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 7 below), such payment shall be equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and during the maximum Bonus under this Agreementimmediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless.three; (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's termination of employment, provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); ; provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii). (iv) Executive shall be entitled to exercise all options granted to him to the extent vested and exercisable at the date of termination of Executive's employment; provided that if Executive's termination of employment by the Company or the Executive is on or before April 13, 2006, then all options granted to him and exercisable within the first anniversary the date of termination of Executive's employment shall be immediately and fully vested as of the date of termination; provided further that if Executive's termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all options granted to Executive shall be immediately and fully vested and exercisable as of the date of termination; and (v) if Executive's termination of employment by the Company or the Executive is on or before April 13, 2006, then all restrictions on all restricted stock awarded to Executive and all rights to such stock that would be removed and vested within the first anniversary the date of termination of Executive's employment shall be immediately removed and fully vested as of the date of termination; provided that if Executive's termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all restrictions on restricted stock awarded to Executive shall be removed and all rights to such stock vested as of the date of terminations. The payment of the lump sum amount under Section 5(c)(i6(c)(i) shall be made on or before the earlier of the date ending on the expiration of three six months following the date of termination of Executive's employment or the death of the Executive. To the extent any payment under Section 5(c)(i6(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, then such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's employment or the death of the Executive. Within three years following Executive's termination of employment, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c6(c) shall be made to Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be.

Other Than Cause. If Executive's ’s employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a4(a), (b) or (bc) above) or is terminated by Executive for Good Reason, and such termination constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and applicable guidance issued thereunder (“Section 409A”), Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to the product of (A) the Base Salary and Bonus to which Executive was entitled under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%)two; except provided that if Executive's ’s termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of “in connection with a Change of Control Control” (as defined in Section 6 below6), such payment shall be equal to the product of (A) the Base Salary and Bonus to which Executive was entitled under this Agreement and during the maximum Bonus under this Agreementimmediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless.2.99; (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements the medical and dental insurance plans available to the Company executives in which Executive was participating on the date of termination (or any successor plans) until the earliest of: (A) the second anniversary of the date of Executive's ’s termination of employment, provided that if Executive's ’s termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of in connection with a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements medical and dental insurance plans until the third anniversary of the date of Executive's ’s termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs medical and arrangements dental insurance plans of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his participation in any employee benefit plan, program medical or arrangement dental insurance plan as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement plan in which he is unable to participate for the period specified in this clause (iii). (iv) Executive shall be entitled to exercise all options granted to him to the extent vested and exercisable at the date of termination of Executive’s employment; provided that if Executive’s termination of employment by the Company or Executive is in connection with a Change of Control, then all options granted to Executive shall be immediately and fully vested and exercisable as of the date of termination; and (v) if Executive’s termination of employment by the Company or Executive is in connection with a Change of Control, then all restrictions on restricted stock awarded to Executive shall be removed and all rights to such stock vested as of the date of termination. The payment of the lump sum amount under Section 5(c)(i) shall be made on or before the earlier of 10th day following Executive’s employment termination date; provided that, notwithstanding the date ending on the expiration of three months following the date of termination of Executive's employment or the death of the Executive. To foregoing, to the extent any payment under this Section 5(c)(i5(c) is “nonqualified deferred compensation compensation” (within the meaning of Section 409A 409A) and Executive is considered a “specified employee” of the Internal Revenue Code Company (within the meaning of 1986, as amended, and the Treasury Regulations promulgated thereunderSection 409A), then such payment shall be made on or before the earlier of Executive’s death or the date ending on the expiration of that is six months and one (1) day following the date of termination Executive’s separation from service (within the meaning of Executive's employment or the death of the ExecutiveSection 409A). Within three years following Executive's ’s termination of employmentemployment by the Company (other than as a result of death, Disability or Cause) or by Executive for Good Reason, Executive or Executive's ’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise otherwise, and all such options not exercised within such three year period shall be forfeited; provided, however, that in no event shall the option be exercisable after its original expiration date. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's ’s termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c) shall be made to Executive's ’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be.

Other Than Cause. If Executive's employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a), (b) or (bc) above) or is terminated by Executive for Good Reason, Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%)two; except provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 7 below), such payment shall be equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and during the maximum Bonus under this Agreementimmediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless.three; (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's termination of employment, provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); ; provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii). (iv) Executive shall be entitled to exercise all options granted to him to the extent vested and exercisable at the date of termination of Executive's employment; provided that if Executive's termination of employment by the Company or the Executive is on or before May 1, 2006, then all options granted to him and exercisable within 30 months of the date of termination of Executive's employment shall be immediately and fully vested as of the date of termination; provided further that if Executive's termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all options granted to Executive shall be immediately and fully vested and exercisable as of the date of termination; and (v) if Executive's termination of employment by the Company or the Executive is on or before May 1, 2006, then all restrictions on all restricted stock awarded to Executive and all rights to such stock that would be removed and vested within 30 months of the date of termination of Executive's employment shall be immediately removed and fully vested as of the date of termination; provided that if Executive's termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all restrictions on restricted stock awarded to Executive shall be removed and all rights to such stock vested as of the date of terminations. The payment of the lump sum amount under Section 5(c)(i6(c)(i) shall be made on or before the earlier of the date ending on the expiration of three six months following the date of termination of Executive's employment or the death of the Executive. To the extent any payment under Section 5(c)(i6(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, then such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's employment or the death of the Executive. Within three years following Executive's termination of employment, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c6(c) shall be made to Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be.

Other Than Cause. If Executive's employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a) or (b) above) or is terminated by Executive for Good Reason, Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to product of (A) the Base Salary under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%); except provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 below), such payment shall be equal to product of (A) the Base Salary under this Agreement and Bonus paid to Executive during the maximum Bonus under this Agreementimmediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless.; (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's termination of employment, provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii). The payment of the lump sum amount under Section 5(c)(i) shall be made on or before the earlier of the date ending on the expiration of three six months following the date of termination of Executive's employment or the death of the Executive. To the extent any payment under Section 5(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, then such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's employment or the death of the Executive. Within three years following Executive's termination of employment, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c) shall be made to Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be.

Other Than Cause. If Executive's ’s employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a) or (b) above) or is terminated by Executive for Good ReasonCause, Executive shall be entitled to the following: (i) a lump sum payment in of an amount (which amount shall be payable one-half on the first anniversary of the date of Executive’s termination and one-half on the second annual anniversary of the date of Executive’s termination) equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%)two; except provided that if Executive's ’s termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a “Change of Control Control” (as defined in Section 6 5 below), such payment shall be equal to product of (A) the Base Salary and Bonus paid to Executive under this Agreement and during the maximum Bonus under this Agreementimmediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless.three; (ii) all amounts earned, accrued or owing through the date his her employment is terminated but not yet paid to Executive under Section 32; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's ’s termination of employment, provided that if Executive's ’s termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's ’s termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his her participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him her with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii); (iv) Executive shall be entitled to exercise all options granted to her to the extent vested and exercisable at the date of termination of Executive’s employment; provided that if Executive’s termination of employment by the Company or the Executive is on or before January 1, 2015, then all options granted to her and exercisable within the first anniversary the date of termination of Executive’s employment shall be immediately and fully vested as of the date of termination; provided further that if Executive’s termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all options granted to Executive shall be immediately and fully vested and exercisable as of the date of termination; and (v) if Executive’s termination of employment by the Company or the Executive is on or before January 1, 2015, then all restrictions on all restricted stock awarded to Executive and all rights to such stock that would be removed and vested within the first anniversary the date of termination of Executive’s employment shall be immediately removed and fully vested as of the date of termination; provided that if Executive’s termination of employment by the Company or the Executive is within 24 months following the occurrence of a Change of Control, then all restrictions on restricted stock awarded to Executive shall be removed and all rights to such stock vested as of the date of terminations. The payment of the lump sum amount under Section 5(c)(i4(c)(i) shall be made on or before the earlier of the date ending on the expiration of three six months following the date of termination of Executive's ’s employment or the death of the Executive. To the extent any payment under Section 5(c)(i4(c)(i) is deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, then such payment shall be made on or before the earlier of the date ending on the expiration of six months following the date of termination of Executive's ’s employment or the death of the Executive. Within three years following Executive's ’s termination of employment, Executive or Executive's ’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him her that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited. All options and restricted stock that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of, or as a result of, Executive's ’s termination of employment shall be forfeited. In the event of the death or Disability of the Executive, then any payment due under this Section 5(c4(c) shall be made to Executive's ’s estate, heirs, executors, administrators, or personal or legal representatives, as the case may be.