Common use of Post-Termination Payments Clause in Contracts

Post-Termination Payments. In the event of the termination of this Agreement and Employee’s employment by the Company without cause, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will pay to Employee an amount, as severance pay, equal to Employee’s base monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period shall be made in accordance with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductions. (ii) In the event that Employee elects to continue the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment of the applicable COBRA premium, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposes.

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the event time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of this Agreement employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment by the Company without causewith and/or termination of employment with Company. In addition, the if Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: is terminated (i) The for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company will shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an amount, as severance pay, additional amount equal to Employee’s base the federal, state and local income and payroll taxes that Employee incurs on each monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months Health Payment (the “Health Gross-up Payment Periodon Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) thereafter. All payments made during the Payment Period shall be made in accordance run concurrently with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductionsforegoing Severance Period. (iib) In Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in the event that Employee elects fails to continue comply with paragraphs 6(b) or 6(c) of this Agreement or in the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment event Employee breaches any of the applicable COBRA premium, the Company shall reimburse him for a portion restrictions or obligations set forth in Paragraphs 14 and 15 of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In the event of the termination of this Agreement and Employee’s employment (a) If Employee is terminated by the Company without causepursuant to Paragraph 10 hereof, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will shall pay to Employee a monthly severance payment in an amount, as severance pay, amount equal to Employee’s base monthly salarysalary at the time of termination, as adjusted from time to timeless taxes and other deductions required by law, following the Employee’s termination date for a period of either (i) six (6) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) nine (9) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) twelve (12) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Payment Severance Period”) thereafter. All payments made during ), beginning on the Payment Period shall be made first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with the Company’s normal regular payroll practices practices; provided that Employee signs and will be subject does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all applicable payroll taxes and legally required deductions. claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) In the event that for an Inability under Paragraph 7 hereof which does not qualify Employee elects to continue the for coverage under Company’s applicable long-term disability policy, Company shall maintain Employee in its group health coverage pursuant to COBRAplan on the same basis as if Employee had remained employed by Company during the Severance Period, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment the duration of the applicable COBRA premium, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such Severance Period or until Employee becomes covered under another group health coverage plan, whichever occurs first; provided, that he would in order to receive such continued coverage, Employee shall be required to pay if to Company at the same time that premium payments are due for the month an active employeeamount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. Such reimbursement In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reported as taxable income reimbursed to Employee unless in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the foregoing Severance Period. (b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company determines, and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in its sole discretion, that such reimbursement conforms the event Employee fails to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposescomply with paragraphs 6(b) or 6(c) of this Agreement or in the event Employee breaches any of the restrictions or obligations set forth in Paragraphs 14 and 15 of this Agreement.

Post-Termination Payments. In the event of the termination of this Agreement and Employee’s employment by the Company without cause, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will pay to Employee Executive shall receive an amount, as severance pay, amount equal to Employeethe base salary then in effect pursuant to Section 3(a) plus the average of the “annual cash incentive” paid to or earned by the Executive by the Corporation in the rolling 3-year period ending on the date of the Executive’s base monthly salaryTermination of Employment or, as adjusted from time if the Executive has been employed by the Corporation for a shorter period, the average of the “annual cash incentive” paid to timeor earned by the Executive by the Corporation in such shorter one or two year period ending on the date of the Executive’s Termination of Employment. For purposes of this Section 9, the term “annual cash incentive” shall mean only the cash incentive compensation actually paid to the Executive during such period and the cash incentive compensation actually earned but not yet received by the Executive pursuant to Section 3(b) of this Agreement for any performance period completed prior to the Executive’s Termination of Employment. “Annual cash incentive” shall not include any other form of compensation or benefit paid or provided to the Executive or any annual cash incentive with respect to an uncompleted performance period. Such post-termination payment shall be paid to the Executive in a lump sum within 30 days following the Employeedate on which the Executive signs and does not revoke the Release of Claims; provided that if the Executive’s termination date for a period Termination of six (6) months (Employment occurs on or after December 31 of any year and the “Payment Period”) thereafter. All payments made during annual cash incentive” earned for the Payment Period shall be made in accordance with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductions. (ii) In the event that Employee elects to continue the Company’s group health coverage pursuant to COBRApreceding calendar year has not been calculated, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment of the applicable COBRA premium, the Company shall reimburse him for a portion of the COBRA premiumpost-termination payment related to base salary has become payable, for months the portion related to base salary shall be paid at such time and the remaining portion of coverage during the Payment Period, equal post-termination payment related to the Employee’s share “annual cash incentive” shall be paid on the date the Executive would otherwise have received such payment if his employment had not been terminated; provided, further however, that in all events such amount shall be paid, if then payable, before March 15 of the cost calendar year following the calendar year in which occurs the Executive’s Termination of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesEmployment.

Post-Termination Payments. In (a) Termination by the event Company for Cause, Death or Disability. Upon termination of the termination of this Agreement and Employee’s Executive's employment by the Company without causefor Cause, death, or Disability, the Employee will be entitled Company shall, through the Date of Termination (hereinafter defined), pay Executive the Accrued Benefits. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement or as required by law. (b) Termination by the Executive other than for Good Reason. If Executive's employment is terminated by the Executive other than for Good Reason, then the Company shall, through the Date of Termination, pay Executive the Accrued Benefits. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. (c) Termination by the Company Other Than for Cause, Death or Disability or by the Executive for Good Reason. If Executive's employment is terminated (i) by the Company other than For Cause or Executive's death or Disability or (ii) by the Executive for Good Reason, then the Company shall, through the Date of Termination, pay Executive the Accrued Benefits. Subject to Section 2(d) and Section 18 below, the Executive shall also receive the following Severance Benefits: (i) a lump sum payment equal to the Executive's current Base Salary in effect during the fiscal year in which such termination occurs payable in a single lump sum payment as soon as administratively practicable (but not later than sixty (60) days) following additional payments and benefits, provided that such Date of Termination; (ii) a lump sum payment equal to the product of (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion amount of the Notice Period annual short-term bonus that would have been payable to the Company elects Executive if the Executive was still employed as of December 3 I st of the then current fiscal year in respect of the fiscal year in which employment termination occurs based on actual performance as compared to have Employee workperformance goals, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement ratio of All Claims, in form satisfactory (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the Companydate of such termination to (y) 365, releasing payable as of the Company and all of its related entities, subsidiaries and affiliates, same time as well as the current and former directors, officers, agents, employees, successors and assigns of each, annual short-term bonuses are paid to other senior executives and (iii) subject to the fullest extent permitted by lawExecutive's election of COBRA rights, from any and all statutory, common law or other claims monthly payment of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will pay to Employee an amount, as severance pay, amount equal to Employee’s base monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period shall be made employer's cost coverage in accordance with its contribution percentage toward medical and dental coverage for active employees immediately prior to the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductions. Date of Termination for twelve (ii12) In months after such termination; provided, however, that the event that Employee elects to continue installment payments under this Section 2(c)(iii) shall cease on the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment first day of the applicable month immediately following the month that the Executive no longer qualifies for continued COBRA premiumcoverage for any reason, including but not limited to the Company shall reimburse him for a Executive's failure to pay the Executive's portion of the COBRA premium, cost or the Executive becoming eligible for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such medical/dental insurance under another group health coverage that he would be required to pay insurance plan (as defined by COBRA). Notwithstanding the foregoing, if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that it cannot pay the foregoing installment payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall be entitled to amend this Section 2(c)(iii) in order to preserve the value of such reimbursement conforms installment payments to applicable nondiscrimination requirements the Executive without additional cost to be provided on a nontaxable basis for federal income tax purposeseither party.

Post-Termination Payments. (a) In the event of termination of Executive’s employment for any or no reason or with or without Cause, by either Company or Executive, or if Executive’s employment ends due to the death or disability of Executive, Executive shall be paid unpaid wages, and unused vacation earned through the termination of this Agreement and Employeedate. (b) Provided that Executive’s employment by the does not end due to Executive’s death or disability, if Company terminates Executive’s employment without causeCause as defined in this Agreement, the Employee will be entitled or Executive terminates employment with Good Reason as defined in this Agreement, subject to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claimsconditions set forth below, in form satisfactory addition to the Companyamounts described in Sections II(A)(2)(a), releasing Executive shall be provided with the Company and all of its related entities, subsidiaries and affiliates, as well following as the current and former directorssole remedy for such termination, officers, agents, employees, successors and assigns of each, subject to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereofwithholding: (i) The Company will pay to Employee an amount, as severance pay, separation payments equal to Employee’s twelve (12) months of base monthly salarysalary in effect for Executive on the termination date to be paid on the Company’s customary payroll schedule beginning after the revocation period has lapsed for the release requirement in Section II(A)(2)(c), with the actual period of receipt of such payments being referred to as adjusted from time to timethe “Severance Period”; and (ii) accelerated vesting in any previously awarded stock options, following the Employeerestricted stock and other equity awards as if Executive had worked for Company for twelve (12) months after Executive’s termination date date, provided that any options or other equity awards that are not exercised within the time periods for a period of six (6) months (exercise set forth in the “Payment Period”) thereafter. All payments made during the Payment Period applicable plan, sub-plan or grant agreement, shall be made expire in accordance with the Company’s normal payroll practices and terms of such plan, sub-plan or grant agreement, as this accelerated vesting will be subject to all applicable payroll taxes and legally required deductionsnot extend or otherwise delay the time period for exercising an option or other equity award. (c) As a condition precedent to being entitled to receive the benefits set forth in Section SVP Employment Agreement (December 2019) -2- II(A)(2)(b), within twenty-one (21) days of Executive’s termination, Executive must (i) sign and deliver and thereafter not revoke a release in the form of Exhibit B to this Agreement in accordance with its terms or a form otherwise acceptable to Company; (ii) In the event that Employee elects to continue the be and remain in full compliance with all provisions of Section III and IV of this Agreement; and (iii) be and remain in full compliance with Company’s group health coverage pursuant Non-Competition Agreement and any other covenants with Company entered into by Executive. Company shall have no obligation to COBRA, make any payments or provide any benefits to the Executive hereunder unless and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment until the effective date of the applicable COBRA premiumwaiver and release agreement, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesdefined therein.

Post-Termination Payments. (a) In the event of termination of Executive’s employment for any or no reason or with or without Cause, by either Company or Executive, or if Executive’s employment ends due to the death or disability of Executive, shall be paid unpaid wages, and unused vacation earned through the termination of this Agreement and Employeedate. (b) Provided that Executive’s employment by the does not end due to Executive’s death or disability, if Company terminates Executive’s employment without causeCause as defined in this Agreement, the Employee will be entitled or Executive terminates employment with Good Reason as defined in this Agreement, subject to the conditions set forth below, in addition to the amounts described in Sections II(A)(2)(a), Executive shall be provided with the following additional as the sole remedy for such termination, subject to withholding: i. Separation payments equal to twelve (12) months of base monthly salary in effect for Executive on the termination date to be paid on the Company’s customary payroll schedule beginning after the revocation period has lapsed for the release requirement in Section II(A)(2)(c), with the actual period of receipt of such payments being referred to as the “Severance Period”; and ii. Accelerated vesting in any previously awarded stock options, restricted stock and benefitsother equity awards as if Executive had worked for Company for twelve (12) months after Executive’s termination date, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law options or other claims of whatever natureequity awards that are not exercised within the time periods for exercise set forth in the applicable plan, arising out of Employee’s employment sub-plan or the termination thereof: (i) The Company will pay to Employee an amountgrant agreement, as severance pay, equal to Employee’s base monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period shall be made expire in accordance with the Company’s normal payroll practices and terms of such plan, sub-plan or grant agreement, as this accelerated vesting will be subject to all applicable payroll taxes and legally required deductionsnot extend or otherwise delay the time period for exercising an option or other equity award. (c) As a condition precedent to being entitled to receive the benefits set forth in Section II(A)(2)(b), within twenty-one (21) days of Executive’s termination, Executive must (i) sign and deliver and thereafter not revoke a release in the form of Exhibit B to this Agreement in accordance with its terms or a form otherwise acceptable to Company; (ii) In the event that Employee elects to continue the be and remain in full compliance with all provisions of Section III and IV of this Agreement; and (iii) be and remain in full compliance with Company’s group health coverage pursuant Non-Competition Agreement and any other covenants with Company entered into by Executive. Company shall have no obligation to COBRA, make any payments or provide any benefits to the Executive hereunder unless and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment until the effective date of the applicable COBRA premiumwaiver and release agreement, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesdefined therein.

Post-Termination Payments. (a) In the event of termination of Executive’s employment for any or no reason or with or without Cause, by either Company or Executive, or if Executive’s employment ends due to the death or disability of Executive, Executive shall be paid unpaid wages, and unused vacation earned through the termination of this Agreement and Employeedate. (b) Provided that Executive’s employment by the does not end due to Executive’s death or disability, if Company terminates Executive’s employment without causeCause as defined in this Agreement, the Employee will be entitled or Executive terminates employment with Good Reason as defined in this Agreement, subject to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claimsconditions set forth below, in form satisfactory addition to the Companyamounts described in Sections II(A)(2)(a), releasing Executive shall be provided with the Company and all of its related entities, subsidiaries and affiliates, as well following as the current and former directorssole remedy for such termination, officers, agents, employees, successors and assigns of each, subject to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereofwithholding: (i) The Company will pay to Employee an amount, as severance pay, separation payments equal to Employee’s eighteen (18) months of base monthly salarysalary in effect for Executive on the termination date to be paid on the Company’s customary payroll schedule beginning after the revocation period has lapsed for the release requirement in Section II(A)(2)(c), with the actual period of receipt of such payments being referred to as adjusted from time to timethe “Severance Period”; and (ii) accelerated vesting in any previously awarded stock options, following the Employeerestricted stock and other equity awards as if Executive had worked for Company for eighteen (18) months after Executive’s termination date date, provided that any options or other equity awards that are not exercised within the time periods for a period of six (6) months (exercise set forth in the “Payment Period”) thereafter. All payments made during the Payment Period applicable plan, sub-plan or grant agreement, shall be made expire in accordance with the Company’s normal payroll practices and terms of such plan, sub-plan or grant agreement, as this accelerated vesting will be subject to all applicable payroll taxes and legally required deductionsnot extend or otherwise delay the time period for exercising an option or other equity award. (c) As a condition precedent to being entitled to receive the benefits set forth in Section II(A)(2)(b), within twenty-one (21) days of Executive’s termination, Executive must (i) sign and deliver and thereafter not revoke a release in the form of Exhibit B to this Agreement in accordance with its terms or a form otherwise acceptable to Company; (ii) In the event that Employee elects to continue the be and remain in full compliance with all provisions of Section III and IV of this Agreement; and (iii) be and remain in full compliance with Company’s group health coverage pursuant Non-Competition Agreement and any other covenants with Company entered into by Executive. Company shall have no obligation to COBRA, make any payments or provide any benefits to the Executive hereunder unless and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment until the effective date of the applicable COBRA premiumwaiver and release agreement, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesdefined therein.

Post-Termination Payments. (a) In the event of termination of Executive’s employment for any or no reason or with or without Cause, by either Company or Executive, or if Executive’s employment ends due to the death or disability of Executive, Executive shall be paid unpaid wages, and unused vacation earned through the termination of this Agreement and Employeedate. (b) Provided that Executive’s employment by the does not end due to Executive’s death or disability, if Company terminates Executive’s employment without causeCause as defined in this Agreement, the Employee will be entitled or Executive terminates employment with Good Reason as defined in this Agreement, subject to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claimsconditions set forth below, in form satisfactory addition to the Companyamounts described in Sections II(A)(2)(a), releasing Executive shall be provided with the Company and all of its related entities, subsidiaries and affiliates, as well following as the current and former directorssole remedy for such termination, officers, agents, employees, successors and assigns of each, subject to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereofwithholding: (i) The Company will pay to Employee an amount, as severance pay, separation payments equal to Employee’s eighteen (18) months of base monthly salarysalary in effect for Executive on the termination date to be paid on the Company’s customary payroll schedule beginning after the revocation period has lapsed for the release requirement in Section II(A)(2)(c), with the actual period of receipt of such payments being referred to as adjusted from time to timethe “Severance Period”; and (ii) accelerated vesting in any previously awarded stock options, following the Employeerestricted stock and other equity awards as if Executive had worked for Company for eighteen (18) months after Executive’s termination date date, provided that any options or other equity awards that are not exercised within the time periods for a period of six (6) months (exercise set forth in the “Payment Period”) thereafter. All payments made during the Payment Period applicable plan, sub-plan or grant agreement, shall be made expire in accordance with the Company’s normal payroll practices and terms of such plan, sub-plan or grant agreement, as this accelerated vesting will be subject to all applicable payroll taxes and legally required deductionsnot extend or otherwise delay the time period for exercising an option or other equity award. (c) As a condition precedent to being entitled to receive the benefits set forth in Section II(A)(2)(b), within twenty-one (21) days of Executive’s termination, Executive must (i) sign and deliver and thereafter not revoke a release in the form of Exhibit B to this Agreement in accordance with its terms or a form otherwise acceptable to Company; (ii) In the event that Employee elects to continue the be and remain in full compliance with all provisions of Section III and IV of this Agreement; and (iii) be and remain in full compliance with Company’s group health coverage pursuant Non-Competition Agreement and any other covenants with Company entered into by President and COO Employment Agreement 2 Executive. Company shall have no obligation to COBRA, make any payments or provide any benefits to the Executive hereunder unless and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment until the effective date of the applicable COBRA premiumwaiver and release agreement, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesdefined therein.

Post-Termination Payments. In the event of the termination of this Agreement and Employee’s (a) If Employee is terminated by Company for any reason other than Inability pursuant to Paragraph 7 hereof or for Cause pursuant to Paragraph 9 hereof, or if Employee terminates his employment by for Good Reason as defined in Paragraph 11, the Company without cause, the shall pay Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties a monthly severance payment in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will pay to Employee an amount, as severance pay, amount equal to Employee’s base 's monthly salary, as adjusted from salary at the time to time, following the Employee’s of termination date for a period of six twelve (612) months (the “Payment "Severance Period”) thereafter"). All payments made If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, Company shall pay to Employee, during the Payment Period shall be made in accordance with Severance Period, the difference between Employee's base salary and any disability payments he receives during such period under the Company’s normal payroll practices 's short and will be subject to all applicable payroll taxes and legally required deductions. (ii) long-term disability plans, as applicable. In the event that addition, if Employee elects to continue the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (is terminated for himself and one any reason other than for Cause under Paragraph 9 hereof or more eligible members of Employee’s family) and proof of payment of the applicable COBRA premiumfor an Inability under Paragraph 7 hereof which is other than a disability, the Company shall reimburse him maintain Employee in its group health plan on the same basis as if Employee had remained employed by the Company during the Severance Period, for a portion the duration of the COBRA premiumSeverance Period or until Employee becomes covered under another group health plan, for months of coverage whichever occurs first. (b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the Payment Periodperiod in which Employee receives post-termination payments from Company. (c) Company's obligation to make post-termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, equal as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. (d) Company's obligations under Paragraph 6(a) shall cease in the event Employee fails to make reasonable efforts to obtain replacement income or in the Employee’s share event Employee breaches any of the cost restrictions or obligations set forth in Paragraphs 12 and 13 of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee's monthly salary at the event time of termination, less taxes and other deductions required by law, for eighteen (18) months following such termination (the "Severance Period") plus Employee shall receive during the Severance Period his average quarterly incentive bonus (excluding any amounts attributable to an annual incentive bonus) for the twelve-month period preceding the termination of this Agreement and Employee’s employment by the Company without cause, the Employee will be entitled to the following additional payments and benefits's employment, provided that (A) Employee executes at the Employee continues to perform time of Employee’s duties in good faith during the Notice Period, or during that portion 's termination of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes employment a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, which Employee may have arising out of Employee’s employment or the termination thereof: (i) The Company will pay to Employee an amount, as severance pay, equal relating to Employee’s base monthly salary, as adjusted from time to time, following the Employee’s 's employment with and/or termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period shall be made in accordance employment with the Company’s normal payroll practices and will be subject . Any pay which Employee receives in lieu of notice pursuant to all applicable payroll taxes and legally required deductions. (ii) In the event that Employee elects to continue Paragraph 10 below shall offset the Company’s group health coverage 's obligation, if any, under this Paragraph 6(b). If Employee is terminated for an Inability pursuant to COBRAParagraph 7 hereof and such Inability constitutes a disability, Company shall pay to Employee, during the Severance Period, the difference between Employee's base salary and provides satisfactory proof to Company of his election of COBRA continuation coverage (any disability payments he receives during such period under the Company's short and long-term disability plans, as applicable. In addition, if Employee is terminated for himself and one any reason other than for Cause under Paragraph 9 hereof or more eligible members of Employee’s family) and proof of payment of the applicable COBRA premiumfor an Inability under Paragraph 7 hereof which is other than a disability, the Company shall reimburse him maintain Employee in its group health plan on the same basis as if Employee had remained employed by the Company during the Severance Period, for a portion the duration of the COBRA premiumSeverance Period or until Employee becomes covered under another group health plan, for months of coverage whichever occurs first. (b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the Payment Periodperiod in which Employee receives post-termination payments from Company. (c) Company's obligation to make post-termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, equal as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. (d) Company's obligations under Paragraph 6(a) shall cease in the event Employee fails to make reasonable efforts to obtain replacement income or in the Employee’s share event Employee breaches any of the cost restrictions or obligations set forth in Paragraphs 12 and 13 of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the event time of termination, less taxes and other deductions required by law, for eighteen (18) months (hereinafter called the “Severance Period”), plus Employee shall receive during the Severance Period his average quarterly incentive bonus (excluding any amounts attributable to an annual or long term incentive bonus or plan) for the twelve (12) month period preceding the termination of this Agreement Employee’s employment, beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment by with and/or termination of employment with Company. If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, company shall pay to Employee, during the Company without causeSeverance Period, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform difference between Employee’s duties in good faith base salary and any disability payments he receives during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to such period under the Company, releasing the Company ’s short and all of its related entities, subsidiaries and affiliateslong term disability plans, as well as the current and former directorsapplicable. In addition, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: if Employee is terminated (i) The for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company will shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an amount, as severance pay, additional amount equal to Employee’s base the federal, state and local income and payroll taxes that Employee incurs on each monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months Health Payment (the “Health Gross-up Payment Periodon Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) thereafter. All payments made during the Payment Period shall be made in accordance run concurrently with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductionsforegoing Severance Period. (iib) In Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post-termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in the event that Employee elects fails to continue comply with paragraphs 6(b) or 6(c) of this Agreement or in the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment event Employee breaches any of the applicable COBRA premium, the Company shall reimburse him for a portion restrictions or obligations set forth in Paragraphs 14 and 15 of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the event time of termination, less taxes and other deductions required by law, for either (i) nine (9) months if Employee has between five (5) years and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) twelve (12) months if Employee has ten (10) years of more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of this Agreement employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment by the Company without causewith and/or termination of employment with Company. In addition, the if Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: is terminated (i) The for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company will shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an amount, as severance pay, additional amount equal to Employee’s base the federal, state and local income and payroll taxes that Employee incurs on each monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months Health Payment (the “Health Gross-up Payment Periodon Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) thereafter. All payments made during the Payment Period shall be made in accordance run concurrently with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductionsforegoing Severance Period. (iib) In Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in the event that Employee elects fails to continue comply with paragraphs 6(b) or 6(c) of this Agreement or in the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment event Employee breaches any of the applicable COBRA premium, the Company shall reimburse him for a portion restrictions or obligations set forth in Paragraphs 14 and 15 of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In the event of the termination of this Agreement and Employee’s employment (a) If Employee is terminated by the Company without causepursuant to Paragraph 10 hereof, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will shall pay to Employee a monthly severance payment in an amount, as severance pay, amount equal to Employee’s base monthly salarysalary at the time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than ten (10) years of uninterrupted service with Company as adjusted from of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”); provided that Employee signs at the time of termination of employment a General Release satisfactory to time, following the Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination date of employment with Company. If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a period of six (6) months (the “Payment Period”) thereafter. All payments made disability, Company shall pay to Employee, during the Payment Period shall be made in accordance with Severance Period, the difference between Employee’s base salary and any disability payments he receives during such period under the Company’s normal payroll practices short and will be subject to all applicable payroll taxes long-term disability plans, as applicable. In addition, if Employee is terminated for any reason other than for Cause under Paragraph 9 or for an Inability under Paragraph 7 which is other than a disability, and legally required deductions. (ii) In on the event that effective date of such termination, Employee elects to continue the is covered under Company’s group health coverage plan, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes employed under another group health insurance plan, whichever occurs first. (b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post-termination payments pursuant to COBRAParagraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company and provides satisfactory proof shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in the event Employee fails to comply with paragraphs 6(b) or 6(c) of his election of COBRA continuation coverage (for himself and one this Agreement or more eligible members of Employee’s family) and proof of payment in the event Employee breaches any of the applicable COBRA premium, the Company shall reimburse him for a portion restrictions or obligations set forth in Paragraphs 12 and 13 of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the event time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of this Agreement employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment by the Company without causewith and/or termination of employment with Company. In addition, the if Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: is terminated (i) The for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company will shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an amount, as severance pay, additional amount equal to Employee’s base the federal, state and local income and payroll taxes that Employee incurs on each monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months Health Payment (the “Health Gross-up Payment Periodon Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) thereafter. All payments made during the Payment Period shall be made in accordance run concurrently with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductionsforegoing Severance Period. (iib) In Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in the event that Employee elects fails to continue comply with paragraphs 6(b) or 6(c) of this Agreement or in the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment event Employee breaches any of the applicable COBRA premium, the Company shall reimburse him for a portion restrictions or obligations set forth in Paragraphs 14 and 15 of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. (a) In the event of termination of Executive’s employment for any or no reason or with or without Cause, by either Company or Executive, or if Executive’s employment ends due to the death or disability of Executive, Executive shall be paid unpaid wages, and unused vacation earned through the termination of this Agreement and Employeedate. (b) Provided that Executive’s employment by the does not end due to Executive’s death or disability, if Company terminates Executive’s employment without causeCause as defined in this Agreement, the Employee will be entitled or Executive terminates employment with Good Reason as defined in this Agreement, subject to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claimsconditions set forth below, in form satisfactory addition to the Companyamounts described in Sections II(A)(2)(a), releasing Executive shall be provided with the Company and all of its related entities, subsidiaries and affiliates, as well following as the current and former directorssole remedy for such termination, officers, agents, employees, successors and assigns of each, subject to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereofwithholding: (i) The Company will pay separation payments for twelve (12) months from the termination date at the base monthly salary in effect for Executive on the termination date, with the actual period of receipt of such payments being referred to Employee an amountas the “Severance Period”, provided, however, that if at the time of the Executive’s termination of employment the Executive is considered a “specified employee” subject to the required six-month delay in benefit payments under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as severance payamended, equal to Employee(which Executive’s base monthly salarycurrent on-hire position does qualify), as adjusted from time to time, following then the Employee’s termination date for a period of separation payments that would otherwise have been paid within the first six (6) months after the Executive’s termination of employment shall instead be paid in a single lump sum on (or within 15 days after) the “Payment Period”six-month anniversary of such termination of employment. Payments for the remaining six (6) thereafter. All payments made during the Payment Period months shall be made monthly after such six-month anniversary; (ii) continued vesting in any previously awarded stock options, restricted stock and other equity awards as if Executive had worked for Company for twelve (12) months after Executive’s termination date, provided that any options or other equity awards that are not exercised within the time periods for exercise set forth in the applicable plan, sub-plan or grant agreement, shall expire in accordance with the Company’s terms of such plan, sub-plan or grant agreement, as this continued vesting will not extend or otherwise delay the time period for exercising an option or other equity award; and (iii) pro rata share of all short term incentive bonus earned up to and based on date of termination. All short term incentive bonuses shall be paid by the company on the normal payroll practices and will be subject to all applicable payroll taxes and legally required deductionsschedule for such grants, which typically occurs in February of the following year. (c) As a condition precedent to being entitled to receive the benefits set forth in Section II(A)(2)(b), within twenty-one (21) days of Executive’s termination, Executive must (i) sign and deliver and thereafter not revoke a release in the form of Exhibit B to this Agreement in accordance with its terms or a form otherwise acceptable to Company; (ii) In the event that Employee elects to continue the be and remain in full compliance with all provisions of Section III and IV of this Agreement; and (iii) be and remain in full compliance with Company’s group health coverage pursuant Non-Competition Agreement and any other covenants with Company entered into by Executive. Company shall have no obligation to COBRA, make any payments or provide any benefits to the Executive hereunder unless and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment until the effective date of the applicable COBRA premiumwaiver and release agreement, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesdefined therein.

Post-Termination Payments. In The Executive shall receive an amount equal to the event annual base salary then in effect pursuant to Section 3(a) plus the average of the termination "annual cash incentive" paid to or earned by the Executive by the Corporation in the rolling 3-year period ending on the date immediately prior to the date of the Executive’s Termination of Employment or, if the Executive has been employed by the Corporation for a shorter period, the average of the “annual cash incentive” paid to or earned by the Executive by the Corporation in such shorter one or two year period ending on the date of the Executive’s Termination of Employment. For purposes of this Section 9, the term "annual cash incentive" shall mean only the cash incentive compensation actually paid to the Executive during such period and the cash incentive compensation actually earned but not yet received by the Executive pursuant to Section 3(b) of this Agreement and Employee’s employment by for any performance period completed before the Company without cause, the Employee will be entitled date immediately prior to the date of the Executive's Termination of Employment. “Annual cash incentive” shall not include any other form of compensation or benefit paid or provided to the Executive or any annual cash incentive with respect to an uncompleted performance period. Such post-termination payment shall be paid to the Executive in a lump sum as soon as practicable following additional payments the date on which the Executive signs and benefits, does not revoke the Release of Claims; provided that (A) if the Employee continues to perform EmployeeExecutive’s duties in good faith during Termination of Employment occurs on or after January 1 of any year and the Notice Period“annual cash incentive” earned for the preceding calendar year has not been calculated, or during that and the portion of the Notice Period that post-termination payment related to base salary has become payable, the Company elects portion related to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will pay to Employee an amount, as severance pay, equal to Employee’s base monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period salary shall be made in accordance with paid at such time and the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductions. (ii) In the event that Employee elects to continue the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment of the applicable COBRA premium, the Company shall reimburse him for a remaining portion of the COBRA premium, for months of coverage during the Payment Period, equal post-termination payment related to the Employee’s share “annual cash incentive” shall be paid on the date the Executive would otherwise have received the “annual cash incentive” payment if his employment had not been terminated; provided, further however, that in all events such amount shall be paid before March 15 of the cost calendar year following the calendar year in which occurs the Executive’s Termination of such group health coverage Employment. The parties affirm that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, it is their intent that such reimbursement conforms to applicable nondiscrimination requirements to post-termination payments be provided on a nontaxable basis for federal income tax purposesexcluded from the application of Code Section 409A by reason of the “short-term deferral” rule set forth at Regulation §1.409A-1(b)(4).

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the event time of termination, less taxes and other deductions required by law, for either (i) twelve (12) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) fifteen (15) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (iii) eighteen (18) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of this Agreement employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment by the Company without causewith and/or termination of employment with Company. In addition, the if Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: is terminated (i) The for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company will shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an amount, as severance pay, additional amount equal to Employee’s base the federal, state and local income and payroll taxes that Employee incurs on each monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months Health Payment (the “Health Gross-up Payment Periodon Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) thereafter. All payments made during the Payment Period shall be made in accordance run concurrently with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductionsforegoing Severance Period. (iib) In Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in the event that Employee elects fails to continue comply with paragraphs 6(b) or 6(c) of this Agreement or in the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment event Employee breaches any of the applicable COBRA premium, the Company shall reimburse him for a portion restrictions or obligations set forth in Paragraphs 14 and 15 of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the event time of termination, less taxes and other deductions required by law, for eighteen (18) months (hereinafter called the “Severance Period”), beginning on the first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of this Agreement employment and each payroll date thereafter until fully paid, in accordance with Company’s regular payroll practices; provided that Employee signs and does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment by with and/or termination of employment with Company. If Employee is terminated for an Inability pursuant to Paragraph 7 hereof and such Inability constitutes a disability, company shall pay to Employee, during the Company without causeSeverance Period, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform difference between Employee’s duties in good faith base salary and any disability payments he receives during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to such period under the Company, releasing the Company ’s short and all of its related entities, subsidiaries and affiliateslong term disability plans, as well as the current and former directorsapplicable. In addition, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: if Employee is terminated (i) The for any reason other than for Cause under Paragraph 9 hereof or (ii) for an Inability under Paragraph 7 hereof which does not qualify Employee for coverage under Company’s applicable long-term disability policy, Company will shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Severance Period, for the duration of the Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an amount, as severance pay, additional amount equal to Employee’s base the federal, state and local income and payroll taxes that Employee incurs on each monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months Health Payment (the “Health Gross-up Payment Periodon Covered Termination”). The Health Payment and the Health Gross-up Payment on Covered Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) thereafter. All payments made during the Payment Period shall be made in accordance run concurrently with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductionsforegoing Severance Period. (iib) In Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post – termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to the Company and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in the event that Employee elects fails to continue comply with paragraphs 6(b) or 6(c) of this Agreement or in the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment event Employee breaches any of the applicable COBRA premium, the Company shall reimburse him for a portion restrictions or obligations set forth in Paragraphs 14 and 15 of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.

Post-Termination Payments. In the event of the termination of this Agreement and EmployeeExecutive’s employment by the Company by the Company without causeGood Cause, the Employee Executive will be entitled to the following additional payments and benefits, provided that (A) the Employee Executive continues to perform EmployeeExecutive’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee Executive work, and (B) the Employee Executive agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of EmployeeExecutive’s employment or the termination thereof: (i) The Company will pay to Employee Executive an amount, as severance pay, equal to EmployeeExecutive’s base monthly salary, as adjusted from time to time, following the EmployeeExecutive’s termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period shall be made in accordance with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductions. (ii) In the event that Employee Executive elects to continue the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of EmployeeExecutive’s family) and proof of payment of the applicable COBRA premium, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the EmployeeExecutive’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee Executive unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposes.

Post-Termination Payments. In the event of the termination of this Agreement and Employee’s employment (a) If Employee is terminated by the Company without causepursuant to Paragraph 10 hereof, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof: (i) The Company will shall pay to Employee a monthly severance payment as salary continuation in an amount, as severance pay, amount equal to Employee’s base monthly salarysalary at the time of termination, as adjusted from time to timeless taxes and other deductions required by law, following the Employee’s termination date for a period of either (i) six (6) months if Employee has less than five (5) years of uninterrupted service with Company as of the effective date of employment termination or (ii) nine (9) months if Employee has between five (5) and ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) twelve (12) months if employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination (the applicable period hereinafter called the “Payment Severance Period”) thereafter. All payments made during ), beginning on the Payment Period shall be made first payroll date after the expiration of the thirty (30)-day period following the date of Employee’s termination of employment and each payroll date thereafter until fully paid, in accordance with the Company’s normal regular payroll practices practices; provided that Employee signs and will be subject does not revoke at the time of termination of employment a General Release satisfactory to Company of any and all applicable payroll taxes and legally required deductions. claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company. In addition, if Employee is terminated (i) for any reason other than for Cause under Paragraph 9 hereof or (ii) In the event that for an Inability under Paragraph 7 hereof which does not qualify Employee elects to continue the for coverage under Company’s group applicable long-term disability policy, Company shall maintain Employee in its supplemental health coverage pursuant to COBRAinsurance plan on the same basis as if Employee had remained employed by Company during the Severance Period, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment the duration of the applicable COBRA premiumSeverance Period or until Employee becomes covered under another supplemental health insurance plan, the Company whichever occurs first; provided, that in order to receive such continued coverage, Employee shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if to Company at the same time that premium payments are due for the month an active employeeamount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the amount of such monthly premium, less the amount that Employee was required to pay for such coverage immediately prior to Employee’s date of termination of employment, (the “Health Payment”) no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. Such reimbursement In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, provincial and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Covered Termination”). (b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company. (c) Company’s obligation to make post termination payments pursuant to Paragraph 6(a) shall be reported offset by any compensation earned by Employee, as taxable income an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. Employee shall report any such compensation to Employee unless the Company determines, and shall respond to inquiries by the Company concerning such compensation. (d) Company’s obligations under Paragraph 6(a) shall cease in its sole discretion, that such reimbursement conforms the event Employee fails to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposescomply with paragraphs 6(b) or 6(c) of this Agreement or in the event Employee breaches any of the restrictions or obligations set forth in Paragraphs 14 and 15 of this Agreement.

Post-Termination Payments. In (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee's monthly salary at the event time of termination, less taxes and other deductions required by law, for eighteen (18) months following such termination (the "Severance Period") provided that Employee executes at the time of Employee's termination of this Agreement and Employee’s employment by the Company without cause, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, which Employee may have arising out of Employee’s employment or the termination thereof: (i) The Company will pay to Employee an amount, as severance pay, equal relating to Employee’s base monthly salary, as adjusted from time to time, following the Employee’s 's employment with and/or termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period shall be made in accordance employment with the Company’s normal payroll practices and will be subject . Any pay which Employee receives in lieu of notice pursuant to all applicable payroll taxes and legally required deductions. (ii) In the event that Employee elects to continue Paragraph 10 below shall offset the Company’s group health coverage 's obligation, if any, under this Paragraph 6(b). If Employee is terminated for an Inability pursuant to COBRAParagraph 7 hereof and such Inability constitutes a disability, Company shall pay to Employee, during the Severance Period, the difference between Employee's base salary and provides satisfactory proof to Company of his election of COBRA continuation coverage (any disability payments he receives during such period under the Company's short and long-term disability plans, as applicable. In addition, if Employee is terminated for himself and one any reason other than for Cause under Paragraph 9 hereof or more eligible members of Employee’s family) and proof of payment of the applicable COBRA premiumfor an Inability under Paragraph 7 hereof which is other than a disability, the Company shall reimburse him maintain Employee in its group health plan on the same basis as if Employee had remained employed by the Company during the Severance Period, for a portion the duration of the COBRA premiumSeverance Period or until Employee becomes covered under another group health plan, for months of coverage whichever occurs first. (b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the Payment Periodperiod in which Employee receives post-termination payments from Company. (c) Company's obligation to make post-termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, equal as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments. (d) Company's obligations under Paragraph 6(a) shall cease in the event Employee fails to make reasonable efforts to obtain replacement income or in the Employee’s share event Employee breaches any of the cost restrictions or obligations set forth in Paragraphs 12 and 13 of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposesthis Agreement.