Common use of Payments on Termination Clause in Contracts

Payments on Termination. Except as otherwise provided in SECTION 9 of this Agreement, (a) If Executive’s employment is terminated for any reason, then the Company shall pay to Executive that portion of Executive’s Base Salary payable through the effective date of the termination plus the amount of any accrued but unused vacation pay through the effective date of the termination and any expenses described in SECTION 7 not previously reimbursed as of the effective date of the termination, all of which will be paid to Executive in a lump sum in cash within 30 days of the effective date of the termination. (b) If Executive’s employment is terminated pursuant to SECTION 4(a) or 4(b), prior to the end of a year and such termination is not a Qualifying Termination, then the Company shall pay to Executive a pro-rated incentive equal to: (i) Executive’s annual cash bonus for the prior year, multiplied by (ii) a fraction, (A) the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that has elapsed (in the calendar year in which Executive’s effective date of termination occurs) prior to (x) in the case of termination pursuant to SECTION 4(a), the date of Executive’s death or disability or (y) in the case of termination pursuant to SECTION 4(b), the effective date of termination, and (B) the denominator of which is 12. (c) Subject to SECTION 17, if Executive’s employment is terminated pursuant to SECTION 4(b) and such termination is not a Qualifying Termination or the Board elects not to renew the term of this Agreement as provided in SECTION 3, then the Company shall provide Executive the pay and benefits described in this SECTION 8(c). (i) Executive shall be entitled to a monthly payment equal to his monthly salary in effect at the time of termination plus one-twelfth of his prior year’s bonus. This amount shall be payable for a 24-month period if Executive terminates employment pursuant to SECTION 4(b) and for a 12-month period if the Board elects not to renew the term of this Agreement pursuant to SECTION 3. Payment shall begin on the date set forth in SECTION 8(e). (ii) The Company shall provide Executive continued group health coverage in accordance with this SECTION 8(c)(ii). (A) If the Company’s group health plan is insured on the date Executive terminates employment, then the Company shall continue Executive’s active employee group health plan coverage for six months following Executive’s termination of employment under such insured group health plan. Thereafter, Executive may elect COBRA continuation coverage. For no less than 18 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than six months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Company. (B) If the Company’s group health plan is self-insured on the date Executive terminates employment, then Executive’s active employee group health plan coverage shall cease on the date Executive terminates employment. Thereafter, Executive may elect COBRA continuation coverage. For no less than 24 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than 12 months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Company. (d) If Executive’s employment is terminated pursuant to SECTION 4(a) or 4(b) or if the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and to the extent not inconsistent with the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term the stock option, to the extent provided in the underlying stock option agreement. (e) Notwithstanding any provision in this Agreement to the contrary, if Executive terminates employment pursuant to SECTION 4(b) or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code applies to the payments described in SECTION 8(b) and 8(c) and Executive is a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) no earlier than six (6) months after Executive terminates employment or such other date as would be permissible under such Section of the Code. If Executive terminates employment pursuant to SECTION 4(b) and or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code does not apply to the payments described in SECTION 8(b) and 8(c) or Executive is not a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) as soon as possible after Executive terminates employment but in no event later than 30 days after Executive’s termination of employment.

Payments on Termination. Except as otherwise provided in SECTION 9 If the Term of this Agreement,Employment and Employee’s employment with the Company terminates: (a) If ExecutiveEmployee’s employment is terminated for any reason, then with the Company shall pay terminates as a result of a Termination Due to Executive Death or Termination Due to Disability as set forth in subparts (d) and (e) of Section 5.1, Employee or his estate, as appropriate, will be entitled to receive (in addition to any fringe benefits payable upon death in the case of Employee’s death) the base salary that portion of Executive’s Base Salary would otherwise be payable through to Employee under this Agreement up to the effective date of the termination plus the amount of any accrued but unused vacation pay through the effective date of the termination and any expenses described in SECTION 7 not previously reimbursed as of the effective date of the terminationone year, all of which will be paid to Executive in a lump sum in cash payable within 30 seven (7) business days of the effective date of the termination. (b) If ExecutiveEmployee’s employment is terminated pursuant with the Company terminates as a result of a Voluntary Employee Termination, Termination for Cause, or Termination Due to SECTION 4(a) or 4(bCessation of Ownership as set forth in subparts (b), prior to the end of a year and such termination is not a Qualifying Termination, then the Company shall pay to Executive a pro-rated incentive equal to: (i) Executive’s annual cash bonus for the prior year, multiplied by (ii) a fraction, (A) the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that has elapsed (in the calendar year in which Executive’s effective date of termination occurs) prior to (x) in the case of termination pursuant to SECTION 4(af), and (g) of Section 5.1, respectively, Employee will be entitled to receive the date of Executive’s death or disability or (y) in the case of termination pursuant base salary that would otherwise be payable to SECTION 4(b), Employee under this Agreement up to the effective date of termination, and payable within seven (B7) the denominator business days of which is 12termination. (c) Subject to SECTION 17, if ExecutiveIf Employee’s employment is terminated pursuant with the Company terminates as a result of a Termination Due to SECTION 4(bSale or Termination Due to Cessation of Business as set forth in subparts (a) and such termination is not a Qualifying Termination or the Board elects not to renew the term (h) of this Agreement as provided in SECTION 3Section 5.1, then the Company shall provide Executive the pay and benefits described in this SECTION 8(c). (i) Executive shall Employee will be entitled to a monthly payment equal receive, as full and complete severance, the base salary that would otherwise be payable to his monthly salary in effect at Employee under this Agreement up to the time effective date of termination plus one-twelfth six months, payable within seven (7) business days of his prior year’s bonus. This amount shall be payable for a 24-month period if Executive terminates employment pursuant to SECTION 4(b) and for a 12-month period if the Board elects not to renew the term of this Agreement pursuant to SECTION 3. Payment shall begin on the date set forth in SECTION 8(e). (ii) The Company shall provide Executive continued group health coverage in accordance with this SECTION 8(c)(ii). (A) If the Company’s group health plan is insured on the date Executive terminates employment, then the Company shall continue Executive’s active employee group health plan coverage for six months following Executive’s termination of employment under such insured group health plan. Thereafter, Executive may elect COBRA continuation coverage. For no less than 18 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than six months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Company. (B) If the Company’s group health plan is self-insured on the date Executive terminates employment, then Executive’s active employee group health plan coverage shall cease on the date Executive terminates employment. Thereafter, Executive may elect COBRA continuation coverage. For no less than 24 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than 12 months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Companytermination. (d) If ExecutiveEmployee’s employment is terminated pursuant with the Company terminates as a result of a Termination Due to SECTION 4(aExpiration of Term, as set forth in subpart (c) or 4(b) or if of Section 5.1, Employee will be entitled to receive the Board elects not base salary that would otherwise be payable to renew the term of Employee under this Agreement pursuant to SECTION 3 and up to the extent not inconsistent with the terms and conditions effective date of the 2003 Incentive Plan termination plus any Annual Performance Bonus, payable within seven (or the applicable predecessor or successor plan7) and the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executivedays of termination. Nothing in this Section 5.2 impacts Employee’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term the stock option, to the extent provided Interest in the underlying stock option agreementCompany upon termination. (e) Notwithstanding any provision in this Agreement to the contrary, if Executive terminates employment pursuant to SECTION 4(b) or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code applies to the payments described in SECTION 8(b) and 8(c) and Executive is a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) no earlier than six (6) months after Executive terminates employment or such other date as would be permissible under such Section of the Code. If Executive terminates employment pursuant to SECTION 4(b) and or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code does not apply to the payments described in SECTION 8(b) and 8(c) or Executive is not a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) as soon as possible after Executive terminates employment but in no event later than 30 days after Executive’s termination of employment.

Payments on Termination. Except as otherwise provided in SECTION 9 If the Term of this Agreement,Employment and Employee’s employment with the Company terminates: (a) If ExecutiveEmployee’s employment is terminated for any reason, then with the Company shall pay terminates as a result of a Termination Due to Executive Death or Termination Due to Disability as set forth in subparts (d) and (e) of Section 5.1, Employee or his estate, as appropriate, will be entitled to receive (in addition to any fringe benefits payable upon death in the case of Employee’s death) the base salary that portion of Executive’s Base Salary would otherwise be payable through to Employee under this Agreement up to the effective date of the termination plus the amount of any accrued but unused vacation pay through the effective date of the termination and any expenses described in SECTION 7 not previously reimbursed as of the effective date of the terminationsix months, all of which will be paid to Executive in a lump sum in cash payable within 30 seven (7) business days of the effective date of the termination. (b) If ExecutiveEmployee’s employment is terminated pursuant to SECTION 4(a) or 4(b), prior to with the end Company terminates as a result of a year and such termination is not a Qualifying Voluntary Employee Termination, then or Termination for Cause, as set forth in subparts (b) and (f) of Section 5.1, respectively, Employee will be entitled to receive the Company shall pay base salary that would otherwise be payable to Executive a pro-rated incentive equal to: (i) Executive’s annual cash bonus for the prior year, multiplied by (ii) a fraction, (A) the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that has elapsed (in the calendar year in which Executive’s effective date of termination occurs) prior Employee under this Agreement up to (x) in the case of termination pursuant to SECTION 4(a), the date of Executive’s death or disability or (y) in the case of termination pursuant to SECTION 4(b), the effective date of termination, and payable within seven (B7) the denominator business days of which is 12termination. (c) Subject to SECTION 17, if ExecutiveIf Employee’s employment is terminated pursuant with the Company terminates as a result of a Termination Due to SECTION 4(bSale or Termination Due to Cessation of Business as set forth in subparts (a) and such termination is not a Qualifying Termination or the Board elects not to renew the term (g) of this Agreement as provided in SECTION 3Section 5.1, then the Company shall provide Executive the pay and benefits described in this SECTION 8(c). (i) Executive shall Employee will be entitled to a monthly payment equal receive, as full and complete severance, the base salary that would otherwise be payable to his monthly salary in effect at Employee under this Agreement up to the time effective date of termination plus one-twelfth six months, payable within seven (7) business days of his prior year’s bonus. This amount shall be payable for a 24-month period if Executive terminates employment pursuant to SECTION 4(b) and for a 12-month period if the Board elects not to renew the term of this Agreement pursuant to SECTION 3. Payment shall begin on the date set forth in SECTION 8(e). (ii) The Company shall provide Executive continued group health coverage in accordance with this SECTION 8(c)(ii). (A) If the Company’s group health plan is insured on the date Executive terminates employment, then the Company shall continue Executive’s active employee group health plan coverage for six months following Executive’s termination of employment under such insured group health plan. Thereafter, Executive may elect COBRA continuation coverage. For no less than 18 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than six months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Company. (B) If the Company’s group health plan is self-insured on the date Executive terminates employment, then Executive’s active employee group health plan coverage shall cease on the date Executive terminates employment. Thereafter, Executive may elect COBRA continuation coverage. For no less than 24 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than 12 months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Companytermination. (d) If ExecutiveEmployee’s employment is terminated pursuant with the Company terminates as a result of a Termination Due to SECTION 4(aExpiration of Term, as set forth in subpart (c) or 4(b) or if of Section 5.1, Employee will be entitled to receive the Board elects not base salary that would otherwise be payable to renew the term of Employee under this Agreement pursuant to SECTION 3 and up to the extent not inconsistent with the terms and conditions effective date of the 2003 Incentive Plan termination plus any Annual Performance Bonus, payable within seven (or the applicable predecessor or successor plan7) and the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier days of 90 days after Executive’s termination date or the end of the full term the stock option, to the extent provided in the underlying stock option agreementtermination. (e) Notwithstanding any provision in this Agreement to the contrary, if Executive terminates employment pursuant to SECTION 4(b) or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code applies to the payments described in SECTION 8(b) and 8(c) and Executive is a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) no earlier than six (6) months after Executive terminates employment or such other date as would be permissible under such Section of the Code. If Executive terminates employment pursuant to SECTION 4(b) and or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code does not apply to the payments described in SECTION 8(b) and 8(c) or Executive is not a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) as soon as possible after Executive terminates employment but in no event later than 30 days after Executive’s termination of employment.

Payments on Termination. Except as otherwise provided in SECTION 9 If the Term of this Agreement,Employment and Employee’s employment with the Company terminates: (a) If ExecutiveEmployee’s employment is terminated for any reason, then with the Company shall pay terminates as a result of a Termination Due to Executive Death or Termination Due to Disability as set forth in subparts (d) and (e) of Section 5.1, Employee or his estate, as appropriate, will be entitled to receive (in addition to any fringe benefits payable upon death in the case of Employee’s death) the base salary that portion of Executive’s Base Salary would otherwise be payable through to Employee under this Agreement up to the effective date of the termination plus the amount of any accrued but unused vacation pay through the effective date of the termination and any expenses described in SECTION 7 not previously reimbursed as of the effective date of the terminationone year, all of which will be paid to Executive in a lump sum in cash payable within 30 seven (7) business days of the effective date of the termination. (b) If ExecutiveEmployee’s employment is terminated pursuant with the Company terminates as a result of a Voluntary Employee Termination, Termination for Cause, or Termination Due to SECTION 4(a) or 4(bCessation of Membership as set forth in subparts (b), prior to the end of a year and such termination is not a Qualifying Termination, then the Company shall pay to Executive a pro-rated incentive equal to: (i) Executive’s annual cash bonus for the prior year, multiplied by (ii) a fraction, (A) the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that has elapsed (in the calendar year in which Executive’s effective date of termination occurs) prior to (x) in the case of termination pursuant to SECTION 4(af), and (g) of Section 5.1, respectively, Employee will be entitled to receive the date of Executive’s death or disability or (y) in the case of termination pursuant base salary that would otherwise be payable to SECTION 4(b), Employee under this Agreement up to the effective date of termination, and payable within seven (B7) the denominator business days of which is 12termination. (c) Subject to SECTION 17, if ExecutiveIf Employee’s employment is terminated pursuant with the Company terminates as a result of a Termination Due to SECTION 4(bSale or Termination Due to Cessation of Business as set forth in subparts (a) and such termination is not a Qualifying Termination or the Board elects not to renew the term (h) of this Agreement as provided in SECTION 3Section 5.1, then the Company shall provide Executive the pay and benefits described in this SECTION 8(c). (i) Executive shall Employee will be entitled to a monthly payment equal receive, as full and complete severance, the base salary that would otherwise be payable to his monthly salary in effect at Employee under this Agreement up to the time effective date of termination plus one-twelfth six months, payable within seven (7) business days of his prior year’s bonus. This amount shall be payable for a 24-month period if Executive terminates employment pursuant to SECTION 4(b) and for a 12-month period if the Board elects not to renew the term of this Agreement pursuant to SECTION 3. Payment shall begin on the date set forth in SECTION 8(e). (ii) The Company shall provide Executive continued group health coverage in accordance with this SECTION 8(c)(ii). (A) If the Company’s group health plan is insured on the date Executive terminates employment, then the Company shall continue Executive’s active employee group health plan coverage for six months following Executive’s termination of employment under such insured group health plan. Thereafter, Executive may elect COBRA continuation coverage. For no less than 18 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than six months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Company. (B) If the Company’s group health plan is self-insured on the date Executive terminates employment, then Executive’s active employee group health plan coverage shall cease on the date Executive terminates employment. Thereafter, Executive may elect COBRA continuation coverage. For no less than 24 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than 12 months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Companytermination. (d) If ExecutiveEmployee’s employment is terminated pursuant with the Company terminates as a result of a Termination Due to SECTION 4(aExpiration of Term, as set forth in subpart (c) or 4(b) or if of Section 5.1, Employee will be entitled to receive the Board elects not base salary that would otherwise be payable to renew the term of Employee under this Agreement pursuant to SECTION 3 and up to the extent not inconsistent with the terms and conditions effective date of the 2003 Incentive Plan termination plus any Annual Performance Bonus, payable within seven (or the applicable predecessor or successor plan7) and the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executivedays of termination. Nothing in this Section 5.2 impacts Employee’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term the stock option, to the extent provided Interest in the underlying stock option agreementCompany upon termination. (e) Notwithstanding any provision in this Agreement to the contrary, if Executive terminates employment pursuant to SECTION 4(b) or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code applies to the payments described in SECTION 8(b) and 8(c) and Executive is a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) no earlier than six (6) months after Executive terminates employment or such other date as would be permissible under such Section of the Code. If Executive terminates employment pursuant to SECTION 4(b) and or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code does not apply to the payments described in SECTION 8(b) and 8(c) or Executive is not a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) as soon as possible after Executive terminates employment but in no event later than 30 days after Executive’s termination of employment.

Payments on Termination. Except as otherwise provided in SECTION 9 The following payments shall be made to Executive upon termination of this Agreement,Agreement prior to the expiration of the Term: 6.1 If this Agreement shall be terminated (a) by Employer pursuant to Section 4.3.1 (Cause) or Section 4.3.4 (death or Permanent Disability), or (b) by Executive pursuant to Section 4.3.3, Executive shall be paid only such amount of Base Salary and Additional Compensation (“Accrued Salary and AC”) that shall have accrued and be unpaid as of the date of termination (the “Termination Date”). Employer shall pay the Accrued Salary and AC to Executive as soon as practicable after the Termination Date. 6.2 If this Agreement shall be terminated during the Term by Employer pursuant to Section 4.3.3 or by Executive pursuant to Section 4.3.2, Employer shall pay Executive the following amounts: (a) If Executive’s employment is terminated for any reason, then the Company shall pay to Executive that portion of Executive’s Base Accrued Salary payable through the effective date of the termination plus the amount of any accrued but unused vacation pay through the effective date of the termination and any expenses described in SECTION 7 not previously reimbursed as of the effective date of the termination, all of which will be paid to Executive in a lump sum in cash within 30 days of the effective date of the termination.AC; and (b) If Executive’s employment is terminated pursuant to SECTION 4(aSeverance pay (“Severance Pay”) or 4(b), prior equal to the end of a year and such termination is not a Qualifying Termination, then the Company shall pay to Executive a pro-rated incentive equal tosum of: (i) Executive’s annual cash bonus Base Salary for the prior year, multiplied bygreater of (1) the number of months remaining in the then current Term or (2) 12 months (the “Severance Pay Period”); and (ii) a fractionfor each month of the Severance Pay Period, (A) the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that has elapsed (in the calendar year in which Executive’s effective date of termination occurs) prior an amount equal to (x) in the case of termination pursuant to SECTION 4(a), the date one-twelfth of Executive’s death or disability or (y) in annual Additional Compensation. Accrued Salary and AC shall be paid to Executive as soon as practicable after the case of termination pursuant to SECTION 4(b), the effective date of terminationTermination Date, and (B) Severance Pay shall be paid, commencing one month after the denominator of which is 12. (c) Subject to SECTION 17Termination Date, if Executive’s employment is terminated pursuant to SECTION 4(b) and such termination is not a Qualifying Termination or in equal monthly installments over the Board elects not to renew Severance Pay Period. During the term of this Agreement as provided in SECTION 3Severance Pay Period, then the Company shall provide Executive the pay and benefits described in this SECTION 8(c). (i) Executive shall be entitled to a monthly payment equal continue to his monthly salary in effect at receive the time of termination plus one-twelfth of his prior year’s bonus. This amount benefits to which he shall be payable for a 24-month period if Executive terminates employment entitled pursuant to SECTION 4(bSection 5.3.5, except that (a) and for a 12-month period if no contributions of any Severance Pay (by Employer or Executive) shall be made to any 401(k) plan in which the Board elects not to renew the term of this Agreement pursuant to SECTION 3. Payment Executive shall begin be participating on the date set forth in SECTION 8(eTermination Date and (b). (ii) The Company shall provide Executive continued group health coverage in accordance with this SECTION 8(c)(ii). (A) If the Company’s group health plan is insured , if on the date Executive terminates employment, then the Company Termination Date Employer’s disability insurance plan(s) shall continue Executive’s active employee group health plan coverage for six months following Executive’s termination of employment under not allow participation in such insured group health plan. Thereafter, Executive may elect COBRA continuation coverage. For no less than 18 months if Executive terminates employment pursuant to SECTION 4(bplan(s) or for no less than six months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3by terminated employees, Executive’s cost for coverage under such continued coverage (including the continued active employee and COBRA coveragedisability insurance plan(s) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Company. (B) If the Company’s group health plan is self-insured on the date Executive terminates employment, then Executive’s active employee group health plan coverage shall cease on the date Executive terminates employment. Thereafter, Executive may elect COBRA continuation coverage. For no less than 24 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than 12 months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the CompanyTermination Date. (d) If Executive’s employment is terminated pursuant to SECTION 4(a) or 4(b) or if the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and to the extent not inconsistent with the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term the stock option, to the extent provided in the underlying stock option agreement. (e) Notwithstanding any provision in this Agreement to the contrary, if Executive terminates employment pursuant to SECTION 4(b) or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code applies to the payments described in SECTION 8(b) and 8(c) and Executive is a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) no earlier than six (6) months after Executive terminates employment or such other date as would be permissible under such Section of the Code. If Executive terminates employment pursuant to SECTION 4(b) and or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code does not apply to the payments described in SECTION 8(b) and 8(c) or Executive is not a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) and begin paying the continued salary described in SECTION 8(c) as soon as possible after Executive terminates employment but in no event later than 30 days after Executive’s termination of employment.

Payments on Termination. Except as otherwise provided in SECTION 9 Upon termination of this Agreement, (a) If the Executive’s employment is terminated for any reason, then the Company shall pay to the Executive any accrued but previously unpaid Base Compensation prorated to the effective date of such termination. As an inducement for Executive to enter into this Agreement, in the event the Company terminates the Executive’s employment for any reason, the Company shall make severance payments to Executive equal to and in the same manner as the Executive’s Base Compensation through the remaining term of this Employment Agreement. If the Company terminates the Executive at any time within the first year of completion of employment, the Company shall pay to Executive that portion of the Executive’s Base Salary payable through Compensation for a period of six (6) months in accordance with the effective date Company’s normal payroll policies and procedures, but no less than once per month. If the Company terminates the Executive at any time after the completion of the termination plus the amount of any accrued but unused vacation pay through the effective date of the termination and any expenses described in SECTION 7 not previously reimbursed as of the effective date of the termination, all of which will be paid to Executive in a lump sum in cash within 30 days of the effective date of the termination. (b) If Executiveone year’s employment is terminated pursuant to SECTION 4(abut before the completion of two (2) or 4(b)years of employment, prior to the end of a year and such termination is not a Qualifying Termination, then the Company shall pay to Executive the Executive’s Base Compensation for a pro-rated incentive equal to: period of four (4) months in accordance with the Company’s normal payroll policies and procedures, but no less than once per month. If the Company terminates the Executive at any time after the completion of two years of service but before the completion of three (3) years of employment, the Company shall pay to Executive the Executive’s Base Compensation for a period of three (3) months in accordance with the Company’s normal payroll policies and procedures, but no less than once per month. In the event that the Company is unable to pay to Executive the Base Compensation in cash, the Executive at his discretion and upon the consent and acceptance thereto by the President and Chief Executive Officer, may agree to receive restricted common shares for compensation earned, calculated at the closing price on the first trading day of the month of compensation earned, discounted by 50%. In addition, upon termination of the Executive’s employment with the Company, the Company shall provide and Executive shall receive (i) Executive’s annual cash bonus for Base Compensation accrued through the prior year, multiplied by date of termination; (ii) a fractionall accrued and unpaid vacation pay and accrued bonuses, (A) the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that has elapsed (in the calendar year in which Executive’s effective if any, to date of termination occurstermination; (iii) prior to (x) in any bonuses which would have been paid but for the case of termination pursuant to SECTION 4(a)termination, prorated through the date of Executive’s death or disability or (y) in the case of termination pursuant to SECTION 4(b), the effective date of termination, based upon the Company’s performance and (B) the denominator of which is 12. (c) Subject to SECTION 17, if Executive’s employment is terminated pursuant to SECTION 4(b) and such termination is not a Qualifying Termination or the Board elects not to renew the term of this Agreement as provided in SECTION 3, then the Company shall provide Executive the pay and benefits described in this SECTION 8(c). (i) Executive shall be entitled to a monthly payment equal to his monthly salary in effect at the time of termination plus one-twelfth of his prior year’s bonus. This amount shall be payable for a 24-month period if Executive terminates employment pursuant to SECTION 4(b) and for a 12-month period if the Board elects not to renew the term of this Agreement pursuant to SECTION 3. Payment shall begin on the date set forth in SECTION 8(e). (ii) The Company shall provide Executive continued group health coverage in accordance with this SECTION 8(c)(ii). the terms, provisions and conditions of any Company incentive bonus plan in which Executive may be designated a participant; (Aiv) If for a period of 12 months after the date of termination, at the Company’s group health plan is insured on expense, coverage to Executive under the date Company’s life insurance and disability insurance policies; coverage to Executive terminates employment, then and his dependents for medical and dental insurance under the Company shall continue ExecutiveCompany’s active employee group health plan coverage for six months following Executive’s termination of employment under such insured group health plan. Thereafter, Executive may elect COBRA continuation coverage. For no less than 18 months ; if Executive terminates employment pursuant to SECTION 4(b) or for no less than six months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee any of the Company. (B) If ’s medical and dental, life insurance, or disability insurance plans are not continued or if Executive is not eligible for coverage hereunder because of the Company’s group health plan is self-insured on the date Executive terminates termination of his employment, then Executive’s active employee group health plan coverage shall cease on the date Executive terminates employment. Thereafter, Executive may elect COBRA continuation coverage. For no less than 24 months if Executive terminates employment pursuant to SECTION 4(b) or for no less than 12 months if the Board elects not to renew the term of this Agreement pursuant to SECTION 3, Executive’s cost for such continued coverage (including the continued active employee and COBRA coverage) shall not exceed the amount Executive would otherwise be required to pay if he or she remained an active employee of the Company. (d) If Executive’s employment is terminated pursuant to SECTION 4(a) or 4(b) or if the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and to the extent not inconsistent with the terms and conditions of the 2003 Incentive Plan (or the applicable predecessor or successor plan) and the underlying stock option agreement and/or restricted stock agreement, each stock option and restricted stock award that is unvested on Executive’s termination date shall fully vest on Executive’s termination date. Further, each stock option that Executive holds on Executive’s termination date shall remain exercisable until the earlier of 90 days after Executive’s termination date or the end of the full term the stock option, to the extent provided in the underlying stock option agreement. (e) Notwithstanding any provision in this Agreement to the contrary, if Executive terminates employment pursuant to SECTION 4(b) or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code applies to the payments described in SECTION 8(b) and 8(c) and Executive is a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(bamount required for Executive to obtain equivalent coverage; and (v) reasonable outplacement services. Further, upon termination of Executive’s employment by the Company, all equity options, restricted equity grants and begin paying similar rights held by the continued salary described in SECTION 8(c) no earlier than six (6) months after Executive terminates employment or such other date as would be permissible under such Section with respect to securities of the Code. If Executive terminates employment pursuant to SECTION 4(b) and or the Board elects not to renew the term of this Agreement pursuant to SECTION 3 and Section 409A(a)(2)(B)(i) of the Code does not apply to the payments described in SECTION 8(b) and 8(c) or Executive is not a “specified employee” thereunder, then the Company shall pay the pro-rated incentive described in SECTION 8(b) automatically become vested and begin paying the continued salary described in SECTION 8(c) as soon as possible after Executive terminates employment but in no event later than 30 days after Executive’s termination of employmentshall become immediately exercisable.