Common use of Payments After Termination Clause in Contracts

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees estate will receive a lump sum equal to the Base Salary and the Bonus as of the date of death or disability, and all of Employee’s restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, the “Severance Benefits”), payable over a period of six (6) months from the date of termination (the “Severance Period”). The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination of the Employee’s employment.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over a period of six (6) months from the date of termination until August 14, 2012 (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment or if the parties cannot mutually agree to renew or extend Employee’s employment, then Employee, on completion of the Term will receive the Severance Benefits until August 14, 2012. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release will forfeit any entitlement that becomes irrevocable within 30 days after termination of the Employee’s employmentEmployee may have to receive any Performance Bonus.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from the date of termination (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and (ii) Employee complying with will forfeit any entitlement that Employee may have to receive any performance bonus and provided however, upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are is terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and any Performance Bonus he may be deemed eligible for in the Bonus as Compensation Committee of the Board’s sole discretion through the date of death or disability, and all of Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) ), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit not have been deemed to have earned, and will forfeit, any eligibility and entitlement that Employee may have to receive any Performance Bonus. If this Agreement Employee’s employment hereunder is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The “Average Performance Bonus” shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which Employee was an employee of the Company. Notwithstanding the foregoing, the performance bonus paid to Employee in 2023 with respect to the 2022 calendar year, if applicable, shall be treated as a Performance Bonus for purposes of determining the Average Performance Bonus. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and subject to Employee complying with the obligations set forth in Sections 6, 7 and 8. The Any Severance Benefits payable to Employee also shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable of claims in a form to be provided by the Company, and the release becoming effective within 30 45 days after termination of the date on which Employee’s employmentemployment terminates. Payment of any Severance Benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any Severance Benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If this Agreement and Employee’s employment hereunder are is terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement Employee’s employment hereunder is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and subject to Employee complying with the obligations set forth in Sections 6, 7 and 8. The Any Severance Benefits payable to Employee also shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable of claims in a form to be provided by the Company, and the release becoming effective within 30 45 days after termination of the date on which Employee’s employmentemployment terminates. Payment of any Severance Benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any Severance Benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from the date of termination (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the Term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the Term of this Agreement. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and (ii) Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release will forfeit any entitlement that becomes irrevocable within 30 days after termination of the Employee’s employmentEmployment may have to receive any Performance Bonus.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum an amount equal to the Base Salary and the pro rata portion of the Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any BonusPerformance Bonus for the year in which Employees employment terminates. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which Employee was an employee of the Company. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with withholdings. Upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.”

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from the date of termination (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and withholdings. Employee complying with will forfeit any entitlement that Employee may have to receive any performance bonus and, upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Dateas defined below), and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the Term. If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial Term of this Agreement, will receive the Severance Benefit Benefits for a period of twelve (12) months from the last day of the initial term of this Agreement. The Severance Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with withholdings. Upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all disability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of Employee’s restricted stock shall immediately vestthis Agreement. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from if the date termination occurs prior to January 31, 2005, if the termination occurs after January 31, 2005, Employee shall receive the Severance Benefits for the lesser of termination (A) one (1) year or (B) the remainder of the Term (the “Severance Period”). The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, provided however, Employee represents and Employee complying with warrants that during the obligations set forth Severance Period he shall affirmatively and in Sections 6, 7 good faith seek another position (whether as an employee or independent contractor) and 8. The the Severance Benefits shall also be conditioned mitigated upon Employee’s execution of his obtaining employment or being engaged as an independent contractor by a general release that becomes irrevocable within 30 days after termination third party by an amount equal to the amounts received by Employee in such new position (as an employee or identified contractor). Upon payment by the Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over until the expiration of the Term. If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the date last day of termination (the “Severance Period”)initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and withholdings. Employee complying with will forfeit any entitlement that Employee may have to receive any performance bonus and, upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum an amount equal to the Base Salary and the pro rata portion of the Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any BonusPerformance Bonus for the year in which Employees employment terminates. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the Term. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with withholdings. Upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are is terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement Employee’s employment hereunder is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and subject to Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits Any severance benefits payable to Employee also shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable of claims in a form to be provided by the Company, and the release becoming effective within 30 45 days after termination of the date on which Employee’s employmentemployment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Dateas defined below), and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three calendar years for which Employee was an employee of the Company. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and subject to Employee executing a release and complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination of the Employee’s employment.

Payments After Termination. If this Agreement and Employee’s employment hereunder are is terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement Employee’s employment hereunder is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which Employee was an employee of the Company. Notwithstanding the foregoing, the performance bonus paid to Employee in 2014 with respect to the 2013 calendar year, if applicable, shall be treated as a Performance Bonus for purposes of determining the Average Performance Bonus. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and subject to Employee complying with the obligations set forth in Sections 6, 7 and 8. The Any Severance Benefits payable to Employee also shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable of claims in a form to be provided by the Company, and the release becoming effective within 30 45 days after termination of the date on which Employee’s employmentemployment terminates. Payment of any Severance Benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any Severance Benefits that are so delayed shall be paid on the Payment Commencement Date.