Common use of Payments to the Executive Upon Termination of Employment Clause in Contracts

Payments to the Executive Upon Termination of Employment. (1) In the event that the Executive’s employment hereunder terminates for any reason whatsoever (including for Cause), the Company shall pay to the Executive: (i) an amount equal to his or her accrued but unpaid Base Salary as of the Termination Date; (ii) any incentive compensation awarded to the Executive as of the Termination Date for the year preceding the year of termination but not yet paid; (iii) reimbursement for any unreimbursed business expenses incurred in accordance with Section 3(e) prior to the Termination Date; (iv) to the extent required by the Company’s vacation policy as in effect on the Termination Date, any accrued but unpaid vacation pay; and (v) any amounts or benefits due under any equity or benefit plan, grant or program in accordance with the terms of said plan, grant or program but without duplication, in each case as of the Termination Date (such amounts specified in clauses (i), (ii), (iii), (iv) and (v) referred to as “Accrued Obligations”). (2) In the event that: (i) the Executive’s employment hereunder is terminated by the Company without Cause, or (ii) the Executive terminates his or her employment upon Relocation, in addition to the Accrued Obligations, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall also pay or provide to the Executive: (A) an amount equal to one (1) times the sum of (x) Executive’s then-current Base Salary plus (y) Executive’s target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(2), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentive earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable over a period of twelve (12) months in equal bi-weekly installments, less deductions as required by law, the first installment to be paid on the first regular payroll date of the Company after the later of the date on which the general release of claims provided for in Section 4(g) below is executed by the Executive and delivered to the Company and the date on which any revocation period in the general release of claims has expired without its being revoked (the “Release Effective Date”) (the first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date); and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits, as applicable for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. Notwithstanding the foregoing, in the event that Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive, in either case, following a Change of Control Event that results in a completed Change of Control, the Executive will be entitled to the payments provided for in Section 4(f)(3) below, at the time or times specified in Section 4(f)(3) below, reduced by any payments already made to the Executive pursuant to this Section 4(f)(2). (3) In the event that the Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive within twelve (12) months after the occurrence of a Change of Control, then in addition to the Accrued Obligations and in lieu of any other termination payment that would otherwise be payable to Executive hereunder, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall pay or provide to the Executive (A) an amount equal to the sum of (a) an amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary, plus (y) Executive’s then-current target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(3), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentives earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable in a lump sum no later than ten (10) days following the Release Effective Date, and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits (as applicable) for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. (4) Notwithstanding anything herein to the contrary, in the event that following a termination by the Company without Cause or a termination by the Executive upon Relocation, it is determined, in accordance with the procedures set forth in Section 4(b) above, that the Executive committed acts during the Term that constitute Cause, the payments provided for in Sections 4(f)(2) or (3) shall immediately cease.

Payments to the Executive Upon Termination of Employment. In the event that the Executive's employment with the Corporation is terminated prior to the expiration of the Term pursuant to a Non-Continuation Notice for any of the reasons provided in Paragraph 4(a), then the Corporation shall pay to the Executive the following amounts on the date of such termination, and shall provide to the Executive the following benefits, as applicable: (1) In the event that the Executive’s 's employment hereunder terminates for any reason whatsoever (including for Cause), the Company Corporation shall pay to the Executive: (i) an amount equal to his or her accrued but unpaid Base Salary as of the Termination DateSalary; (ii) any incentive compensation awarded to the Executive as of the Termination Date but not yet paid for the year preceding the year of termination but not yet paidtermination; (iii) reimbursement for any unreimbursed business expenses incurred in accordance with Section Paragraph 3(e) prior to the Termination Date; and (iv) to the extent required by the Company’s vacation policy as in effect on the Termination Date, any accrued but unpaid vacation pay; and (v) any amounts or benefits due under any equity or benefit plan, grant or program in accordance with the terms of said plan, grant or program but without duplication, in each case as of the Termination Date duplication (such amounts specified in clauses (i), (ii), (iii), and (iv) and (v) referred to as “"Accrued Obligations”"). In addition, for terminations other than cause, the Corporation will provide the Executive with up to one year of outplacement services chosen by the Corporation at a location convenient to the Executive. (2) In the event that: (i) the Executive’s 's employment hereunder is terminated by the Company without Corporation for any reason other than for Cause, Disability or death, or (ii) the Executive terminates his or her employment upon Relocationwith Good Reason, in addition to the Accrued Obligations, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company Corporation shall also pay or provide to the Executive: (A) an amount equal to one (1) times the sum of (x) Executive’s then-current Base Salary plus (y) Executive’s target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(2), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent 100% of the Executive’s 's then-current Base Salary, payable in a lump sum no later than thirty (30) days following such termination; and(B) a lump sum payment equal to the Target Bonus, provided furtherpayable no later than thirty (30) days following such termination; (C) any unpaid Additional Compensation, that payable in a lump sum no later than thirty (30) days following such termination; and (D) continued participation in the Corporation's welfare plans (as applicable and including without limitation the split dollar insurance program, if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentive earned by the Executive applicable) for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable over a period of twelve (12) months in equal bi-weekly installmentsmonth period following the Termination Date; provided that, less deductions as required by law, the first installment to be paid on the first regular payroll date of the Company after the later of the date on which the general release of claims provided for in Section 4(g) below is executed by such welfare coverage shall cease if the Executive and delivered to the Company and the date on which any revocation period in the general release of claims has expired without its being revoked (the “Release Effective Date”) (the first such cash payment shall include payment of all amounts that otherwise would have been due obtains other full-time employment providing for comparable welfare benefits prior to the Release Effective Date expiration of such twelve (12) month period. The benefits provided under this clause (2) are in lieu of payments under any severance policy of the terms Corporation. (3) In the event that: (i) the Executive's employment hereunder is terminated by the Corporation for any reason other than for Cause, Disability or death within two (2) years following a Change of this Agreement applied Control or ninety (90) days prior to a Change of Control, or (ii) the Executive terminates his or her employment with Good Reason within two (2) years following a Change of Control or ninety (90) day prior to a Change of Control, in lieu of the amounts described in clauses 2(A) and (B) above and the benefits described in clause 2(D) above, in addition to the Accrued Obligations and payment of any unpaid Additional Compensation as though provided in clause 2(C) above, the Corporation shall pay or provide to the Executive: (A) a lump sum payment equal to two (2) times the sum (x) of the Executive's then-current Base Salary, (y) the Target Bonus, and (z) any Additional Compensation payable with respect to the year of termination under Paragraph 3(f), payable no later than thirty (30) days following such payments commenced immediately upon the Termination Date)termination; and (B) continued participation in the Company’s Corporation's welfare plans providing medical, dental(as applicable, and vision including without limitation the split-dollar insurance benefitsprogram, as applicable if applicable) for the eighteen twenty-four (1824) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen twenty-four (1824) month period. Notwithstanding the foregoing, in the event that Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive, in either case, following a Change of Control Event that results in a completed Change of Control, the Executive will be entitled to the payments The benefits provided for in Section 4(f)(3) below, at the time or times specified in Section 4(f)(3) below, reduced by any payments already made to the Executive pursuant to under this Section 4(f)(2). clause (3) In the event that the Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive within twelve (12) months after the occurrence of a Change of Control, then in addition to the Accrued Obligations and are in lieu of payments under any other termination payment that would otherwise be payable to Executive hereunder, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall pay or provide to the Executive (A) an amount equal to the sum of (a) an amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary, plus (y) Executive’s then-current target Annual Cash Incentive for the then-current year severance policy of the Term (provided, however, solely for purposes of this Section 4(f)(3), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentives earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable in a lump sum no later than ten (10) days following the Release Effective Date, and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits (as applicable) for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month periodCorporation. (4) Notwithstanding anything herein to the contrary, in the event that following a termination by the Company without Cause or a termination by the Executive upon Relocation, it is determined, in accordance with the procedures set forth in Section 4(b) above, that the Executive committed acts during the Term that constitute Cause, the payments provided for in Sections 4(f)(2) or (3) shall immediately cease.

Payments to the Executive Upon Termination of Employment. (1) In the event that the Executive’s employment hereunder terminates for any reason whatsoever (including for Cause), the Company shall pay to the Executive: (i) an amount equal to his or her accrued but unpaid Base Salary as of the Termination Date; (ii) any incentive compensation awarded to the Executive as of the Termination Date for the year preceding the year of termination but not yet paid; (iii) reimbursement for any unreimbursed business expenses incurred in accordance with Section 3(e3(f) prior to the Termination Date; (iv) to the extent required by the Company’s vacation policy as in effect on the Termination Date, any accrued but unpaid vacation pay; and (v) any amounts or benefits due under any equity or benefit plan, grant or program in accordance with the terms of said plan, grant or program but without duplication, in each case as of the Termination Date (such amounts specified in clauses (i), (ii), (iii), (iv) and (v) referred to as “Accrued Obligations”). (2) In the event that: (i) the Executive’s employment hereunder is terminated by the Company without Cause, or (ii) the Executive terminates his or her employment upon Relocation, in addition to the Accrued Obligations, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall also pay or provide to the Executive: (A) an amount equal to one (1) times the sum of (x) Executive’s then-current Base Salary plus (y) Executive’s target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(2), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentive earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable over a period of twelve (12) months in equal bi-weekly installments, less deductions as required by law, the first installment to be paid on the first regular payroll date of the Company after the later of the date on which the general release of claims provided for in Section 4(g) below is executed by the Executive and delivered to the Company and the date on which any revocation period in the general release of claims has expired without its being revoked (the “Release Effective Date”) (the first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date); and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits, as applicable for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. Notwithstanding the foregoing, in the event that Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive, in either case, following a Change of Control Event that results in a completed Change of Control, the Executive will be entitled to the payments provided for in Section 4(f)(3) below, at the time or times specified in Section 4(f)(3) below, reduced by any payments already made to the Executive pursuant to this Section 4(f)(2). (3) In the event that the Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive within twelve (12) months after the occurrence of a Change of Control, then in addition to the Accrued Obligations and in lieu of any other termination payment that would otherwise be payable to Executive hereunder, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall pay or provide to the Executive (A) an amount equal to the sum of (a) an amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary, plus (y) Executive’s then-current target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(3), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentives earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable in a lump sum no later than ten (10) days following the Release Effective Date, and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits (as applicable) for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. (4) Notwithstanding anything herein to the contrary, in the event that following a termination by the Company without Cause or a termination by the Executive upon Relocation, it is determined, in accordance with the procedures set forth in Section 4(b) above, that the Executive committed acts during the Term that constitute Cause, the payments provided for in Sections 4(f)(2) or (3) shall immediately cease.

Payments to the Executive Upon Termination of Employment. (1) In the event that the Executive’s employment hereunder terminates for any reason whatsoever (including for Cause), the Company shall pay to the Executive: (i) an amount equal to his or her accrued but unpaid Base Salary as of the Termination Date; (ii) any incentive compensation awarded to the Executive as of the Termination Date for the year preceding the year of termination but not yet paid; (iii) reimbursement for any unreimbursed business expenses incurred in accordance with Section 3(e) prior to the Termination Date; (iv) to the extent required by the Company’s vacation policy as in effect on the Termination Date, any accrued but unpaid vacation pay; and (v) any amounts or benefits due under any equity or benefit plan, grant or program in accordance with the terms of said plan, grant or program but without duplication, in each case as of the Termination Date (such amounts specified in clauses (i), (ii), (iii), (iv) and (v) referred to as “Accrued Obligations”). (2) In the event that: (i) the Executive’s employment hereunder is terminated by the Company without Cause, or (ii) the Executive terminates his or her employment upon Relocation, in addition to the Accrued Obligations, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall also pay or provide to the Executive: (A) an amount equal to one (1) times the sum of (x) Executive’s then-current Base Salary plus (y) Executive’s target Annual Cash Incentive for the KV: Executive: 6 then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(2), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentive earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable over a period of twelve (12) months in equal bi-weekly installments, less deductions as required by law, the first installment to be paid on the first regular payroll date of the Company after the later of the date on which the general release of claims provided for in Section 4(g) below is executed by the Executive and delivered to the Company and the date on which any revocation period in the general release of claims has expired without its being revoked (the “Release Effective Date”) (the first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date); and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits, as applicable for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. Notwithstanding the foregoing, in the event that Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive, in either case, following a Change of Control Event that results in a completed Change of Control, the Executive will be entitled to the payments provided for in Section 4(f)(3) below, at the time or times specified in Section 4(f)(3) below, reduced by any payments already made to the Executive pursuant to this Section 4(f)(2). (3) In the event that the Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive within twelve (12) months after the occurrence of a Change of Control, then in addition to the Accrued Obligations and in lieu of any other termination payment that would otherwise be payable to Executive hereunder, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall pay or provide to the Executive (A) an amount equal to the sum of (a) an amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary, plus (y) Executive’s then-current target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(3), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentives earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable in a lump sum no later than ten (10) days following the Release Effective Date, and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits (as applicable) for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. (4) Notwithstanding anything herein to the contrary, in the event that following a termination by the Company without Cause or a termination by the Executive upon Relocation, it is determined, in accordance with the procedures set forth in Section 4(b) above, that the Executive committed acts during the Term that constitute Cause, the payments provided for in Sections 4(f)(2) or (3) shall immediately cease.KV: Executive: 7

Payments to the Executive Upon Termination of Employment. (1) In the event that the Executive’s employment hereunder terminates for any reason whatsoever (including for Cause), the Company shall pay to the Executive: (i) an amount equal to his or her accrued but unpaid Base Salary as of the Termination Date; (ii) any incentive compensation awarded to the Executive as of the Termination Date for the year preceding the year of termination but not yet paid; (iii) reimbursement for any unreimbursed business expenses incurred in accordance with Section 3(e) prior to the Termination Date; (iv) to the extent required by the Company’s vacation policy as in effect on the Termination Date, any accrued but unpaid vacation pay; and (v) any amounts or benefits due under any equity or benefit plan, grant or program in accordance with the terms of said plan, grant or program but without duplication, in each case as of the Termination Date (such amounts specified in clauses (i), (ii), (iii), (iv) and (v) referred to as “Accrued Obligations”). (2) In the event that: (i) the Executive’s employment hereunder is terminated by the Company without Cause, or (ii) the Executive terminates his or her employment upon Relocation, in addition to the Accrued Obligations, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall also pay or provide to the Executive: (A) an amount equal to one (1) times the sum of (x) Executive’s then-current Base Salary plus (y) Executive’s target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(2), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 twenty-five (25) percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentive earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable over a period of twelve (12) months in equal bi-weekly installments, less deductions as required by law, the first installment to be paid on the first regular payroll date of the Company after the later of the date on which the general release of claims provided for in Section 4(g) below is executed by the Executive and delivered to the Company and the date on which any revocation period in the general release of claims has expired without its being revoked (the “Release Effective Date”) (the first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date); and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits, as applicable for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. Notwithstanding the foregoing, in the event that Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive, in either case, following a Change of Control Event that results in a completed Change of Control, the Executive will be entitled to the payments provided for in Section 4(f)(3) below, at the time or times specified in Section 4(f)(3) below, reduced by any payments already made to the Executive pursuant to this Section 4(f)(2). (3) In the event that the Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation by the Executive within twelve (12) months after the occurrence of a Change of Control, then in addition to the Accrued Obligations and in lieu of any other termination payment that would otherwise be payable to Executive hereunder, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall pay or provide to the Executive (A) an amount equal to the sum of (a) an amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary, plus (y) Executive’s then-current target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(3), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentives earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable in a lump sum no later than ten (10) days following the Release Effective Date, and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits (as applicable) for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. (4) Notwithstanding anything herein to the contrary, in the event that following a termination by the Company without Cause or a termination by the Executive upon Relocation, it is determined, in accordance with the procedures set forth in Section 4(b) above, that the Executive committed acts during the Term that constitute Cause, the payments provided for in Sections 4(f)(2) or (3) shall immediately cease.of

Payments to the Executive Upon Termination of Employment. (1) In the event that the Executive’s employment hereunder terminates for any reason whatsoever (including for Cause), the Company shall pay to the Executive: (i) an amount equal to his or her accrued but unpaid Base Salary as of the Termination Date; (ii) any incentive compensation awarded to the Executive as of the Termination Date for the year preceding the year of termination but not yet paid; (iii) reimbursement for any unreimbursed business expenses incurred in accordance with Section 3(e) prior to the Termination Date; (iv) to the extent required by the Company’s vacation policy as in effect on the Termination Date, any accrued but unpaid vacation pay; and (v) any amounts or benefits due under any equity or benefit plan, grant or program in accordance with the terms of said plan, grant or program but without duplication, in each case as of the Termination Date (such amounts specified in clauses (i), (ii), (iii), (iv) and (v) referred to as “Accrued Obligations”). (2) In the event that: (i) the Executive’s employment hereunder is terminated by the Company without Cause, or (ii) the Executive terminates his or her employment upon Relocationwith Good Reason, in addition to the Accrued Obligations, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall also pay or provide to the Executive: (A) an amount equal to one two (12) times the sum of (x) the Executive’s then-current Base Salary plus (y) (I) if such termination occurs prior to December 1, 2010, the Executive’s target Annual Cash Incentive, which amount (solely for purposes of this Section 4(f)(2)(y)(I)) shall be determined by the Board in its sole discretion at the time of such termination and shall not exceed 50 percent of the Executive’s then-current Base Salary or (II) if such termination occurs on or after December 1, 2010, Executive’s target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(24(f)(2)(y)(II), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 50 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentive earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable over a period of twelve (12) months in equal bi-weekly installments, less deductions as required by law, the first installment to be paid on the first regular payroll date of the Company after the later of the date on which the general release of claims provided for in Section 4(g) below is executed by the Executive and delivered to the Company and the date on which any revocation period in the general release of claims has expired without its being revoked (the “Release Effective Date”) (the first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date); and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits, as applicable for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. Notwithstanding the foregoing, in the event that Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation with Good Reason by the Executive, in either case, following a Change of Control Event that results in a completed Change of Control, the Executive will be entitled to the payments provided for in Section 4(f)(3) below, at the time or times specified in Section 4(f)(3) below, reduced by any payments already made to the Executive pursuant to this Section 4(f)(2). (3) In the event that the Executive’s employment with the Company is terminated without Cause by the Company or upon Relocation with Good Reason by the Executive within twelve (12) months after the occurrence of a Change of Control, then in addition to the Accrued Obligations and in lieu of any other termination payment that would otherwise be payable to Executive hereunder, and subject to the Executive’s continued compliance with the provisions of Section 7 below, the Company shall pay or provide to the Executive (A) an amount equal to the sum of (a) an amount equal to one two (12) times the sum of (x) the Executive’s then-current Base Salary, plus (y) (I) if such termination occurs prior to December 1, 2010, the Executive’s target Annual Cash Incentive, which amount (solely for purposes of this Section 4(f)(3)(y)(I)) shall be determined by the Board in its sole discretion at the time of such termination and shall not exceed 50 percent of the Executive’s then-current Base Salary or (II) if such termination occurs on or after December 1, 2010, Executive’s then-current target Annual Cash Incentive for the then-current year of the Term (provided, however, solely for purposes of this Section 4(f)(34(f)(3)(y)(II), that in the event the Company has not adopted an annual cash incentive plan or similar policy with respect to any applicable year, the Annual Cash Incentive for such year shall be an amount equal to 25 50 percent of the Executive’s then-current Base Salary; and, provided further, that if such termination occurs after the initial term of this Agreement, the average of the Annual Cash Incentives earned by the Executive for the two calendar years immediately preceding the year of the Termination Date shall replace “target Annual Cash Incentive”), payable in a lump sum no later than ten (10) days following the Release Effective Date, and (B) continued participation in the Company’s plans providing medical, dental, and vision insurance benefits (as applicable) for the eighteen (18) month period following the Termination Date; provided that, such welfare plan coverage shall cease if the Executive obtains other full-time employment providing for comparable welfare plan benefits prior to the expiration of such eighteen (18) month period. (4) Notwithstanding anything herein to the contrary, in the event that following a termination by the Company without Cause or a termination by the Executive upon Relocationfor Good Reason, it is determined, in accordance with the procedures set forth in Section 4(b) above, that the Executive committed acts during the Term that constitute Cause, the payments provided for in Sections 4(f)(2) or (3) shall immediately cease.