Common use of Receipt of Benefits Clause in Contracts

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the sum of (i) two (2) times the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (ii) two (2) one hundred percent (100%) of times the higher annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated orbonus that would have been awarded, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number method of calendar days that have elapsed calculation then in effect, during the quarter) one of the payment to two immediately preceding fiscal years which Executive would be entitled under produce the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedhigher award. (2) Executive shall be vested in any and all equity-based stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled compensated in a manner selected by the Company to continue to receive provide for life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicehis termination, for a period of time expiring upon the earlier of: of (1i) the end of the period of twelve (12) 42 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. At Company's option, Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either (1) paying for or reimbursing Executive at reasonable intervals for the actual cost of COBRA coverage such benefits (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for (2) payment of a lump sum in the cost amount of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for present value, discounted at Company's effective borrowing rate, of the premiums for such benefits in for the specified amount upon continuing coverage period (which shall be calculated based on the conclusive presumption that the cost or premiums will remain constant at the rate existing for COBRA coverage immediately following termination), or (3) a combination of the foregoing options (for example, Company may elect to pay Executive’s submission 's premiums during the period of an invoice or other acceptable proof time covered by COBRA, and thereafter pay a lump sum to cover the present value of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerthe remaining cost). Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive's right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive’s last day of work equal to the sum of (i) two (2) times the greater of Executive’s annualized Base Salary in effect on the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of employment or Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (ii) two (2) one hundred percent (100%) of times the higher annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated orbonus that would have been awarded, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number method of calendar days that have elapsed calculation then in effect, during the quarter) one of the payment to two immediately preceding fiscal years which Executive would be entitled under produce the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedhigher award. (2) Executive shall be vested in any and all equity-based stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled compensated in a manner selected by the Company to continue to receive provide for life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicehis termination, for a period of time expiring upon the earlier of: of (1i) the end of the period of twelve (12) 42 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. At Company’s option, Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either (1) paying for or reimbursing Executive at reasonable intervals for the actual cost of COBRA coverage such benefits (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for (2) payment of a lump sum in the cost amount of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executivepresent value, discounted at Company’s responsibility to procure such benefits and Company will promptly reimburse Executive for effective borrowing rate, of the premiums for such benefits in for the specified amount upon continuing coverage period (which shall be calculated based on the conclusive presumption that the cost or premiums will remain constant at the rate existing for COBRA coverage immediately following termination), or (3) a combination of the foregoing options (for example, Company may elect to pay Executive’s submission premiums during the period of an invoice or other acceptable proof time covered by COBRA, and thereafter pay a lump sum to cover the present value of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerthe remaining cost). Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive’s right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his her employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(aSubsection 8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the sum of (i) the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (2ii) one hundred percent (100%) the amount of the annual all incentive compensation paid or accrued to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedCompany's most recent four fiscal quarters then ended. (2) Executive shall be become fully vested in any and all equity-based stock bonus and stock option plans and agreements of Company and Parent in which Executive had an interest, vested or contingent. If applicable law prohibits or the terms of such plan(s) prohibit such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made Nothing in this Section 8(c)(2) shall prevent any stock option granted to Executive by Company or Parent from vesting upon a "change of control" as defined in and pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date terms of termination of Executive’s employmentthe plan pursuant to which such stock option was granted. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to will continue to receive life, disability, accident and group health and dental insurance benefits, at benefits substantially the levels Executive similar to those which he was receiving immediately prior to Executive’s Separation from Service, for a period his termination of time expiring upon employment until the earlier of: of (1i) the end of the period of twelve (12) 12 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer. The benefits provided pursuant to this Subsection shall be provided on substantially the same terms and conditions as they were provided prior to the Change in Control, except that the full cost of such benefits shall be paid by Company. Executive's right to receive continued coverage under Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive's right to receive all forms of benefits under this Section is reduced to the extent he is eligible to receive any health care benefit from any other employer or source without being required his request to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3. (4) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefitsExcept as otherwise provided herein, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the severance compensation described by this Section 8(b); providedSubsection, howeverand the severance compensation shall not be reduced or offset by other income, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if payments or profits received by Executive becomes eligible to receive substantially similar coverage with a successor employerfrom any source. If Executive is entitled to receive the payments called for by this Section 8(bSubsection 8(c), Executive shall not be entitled Executive's right to receive the compensation provided under Section 6 or 7by Sections 6A, 6B and 7 shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the sum of (i) two times the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (2ii) one hundred percent (100%) two times the amount of the annual all incentive compensation paid or accrued to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedCompany's most recent last four fiscal quarters then ended. (2) Executive shall be become vested in any and all equity-based stock bonus and stock option plans and agreements of Company or Parent in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to will continue to receive life, disability, accident and group health and dental insurance benefits, at benefits substantially the levels Executive similar to those which he was receiving immediately prior to Executive’s Separation from Service, for a period his termination of time expiring upon employment until the earlier of: of (1i) the end of the period of twelve (12) 24 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer. The benefits provided pursuant to this Section shall be provided on substantially the same terms and conditions as they were provided prior to the Change in Control, except that the full cost of such benefits shall be paid by Company. Executive's right to receive continued coverage under Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive's right to receive all forms of benefits under this Section is reduced to the extent he is eligible to receive any health care benefit from any other employer or source without being required his request to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3. (4) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive's right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit benefits pursuant to Section 8(a9(a) hereof: (i) Executive shall receive (1) Within ten the Accrued Obligations; (102) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment severance pay in an amount equal to: (1a) one hundred percent (100%) % of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; , plus (2b) one hundred percent (100%) % of the annual compensation paid to Executive in the preceding year under all the Incentive Compensation Plans (annual and quarterly) Plan in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4c) with respect to any the Incentive Compensation Plan with annual objectivesPlan, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated.; (2ii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicetermination of employment, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(39(b)(ii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer; (iii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive in a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive; and (iv) Subject to Section 15 herein, the benefits provided pursuant to this Section 9(b) (other than the Accrued Obligations) will be paid in a single lump sum on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that (1) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (2) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have no duty either twenty-one (21) or forty-five (45) days following receipt of the General Release to mitigate damages consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in order to receive a timely manner, or revokes the compensation described General Release, the benefits provided by this Section 8(b); provided, however, that Company’s obligation 9(b) (other than the Accrued Obligations) will not be due. The Incentive Plan payments to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If which Executive is entitled to receive for the year or quarter of the Executive’s termination shall be made within the time period described in the applicable Incentive Plan, provided Executive has timely executed and not revoked a General Release as described above. In no event will the Incentive Plan payments called for by this Section 8(b), Executive shall not be entitled to receive made later than March 15 of the compensation provided under Section 6 or 7year following the year in which Executive’s employment is terminated.

Receipt of Benefits. If Executive is entitled to receive a severance benefit benefits pursuant to Section 8(a9(a) hereof: (i) Executive shall receive (1) Within ten the Accrued Obligations; (102) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment severance pay in an amount equal to: (1a) one hundred percent (100%) 200% of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; , plus (2b) one hundred percent (100%) 200% of the annual compensation paid to Executive in the preceding year under all the Incentive Compensation Plans (annual and quarterly) Plan in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4c) with respect to any the Incentive Compensation Plan with annual objectivesPlan, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated.; (2ii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicetermination of employment, for a period of time expiring upon the earlier of: (1) the end of the period of twelve twenty-four (1224) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(39(b)(ii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer; (iii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive in a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive; and (iv) Subject to Section 15 herein, the benefits provided pursuant to this Section 9(b) (other than the Accrued Obligations) will be paid in a single lump sum on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that (1) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (2) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have no duty either twenty-one (21) or forty-five (45) days following receipt of the General Release to mitigate damages consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in order to receive a timely manner, or revokes the compensation described General Release, the benefits provided by this Section 8(b); provided, however, that Company’s obligation 9(b) (other than the Accrued Obligations) will not be due. The Incentive Plan payments to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If which Executive is entitled to receive for the year or quarter of the Executive’s termination shall be made within the time period described in the applicable Incentive Plan, provided Executive has timely executed and not revoked a General Release as described above. In no event will the Incentive Plan payments called for by this Section 8(b), Executive shall not be entitled to receive made later than March 15 of the compensation provided under Section 6 or 7year following the year in which Executive’s employment is terminated.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within within ten (10) days following the date of termination of Executive’s employmentlast day of work, Company will provide Executive with a single lump sum cash payment in an amount equal to: to (1A) one hundred percent two (100%2) times the greater of Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; of this Agreement plus (2B) one hundred percent (100%) of an amount equal to two times the higher annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated orbonus that would have been awarded, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number method of calendar days that have elapsed calculation then in effect, during the quarter) one of the payment to two immediately preceding fiscal years which Executive would be entitled under produce the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedhigher award. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled compensated in a manner selected by Company to continue to receive provide for life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Serviceher termination, for a period of time expiring upon the earlier of: of (1i) the end of the period of twelve (12) 42 months following termination of Executive’s Separation from Service, employment or (2ii) the day on which Executive becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. At Company’s option, Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either (A) paying for or reimbursing Executive at reasonable intervals for the actual cost of COBRA coverage such benefits (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for (B) payment of a lump sum in the cost amount of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executivepresent value, discounted at Company’s responsibility to procure such benefits and Company will promptly reimburse Executive for effective borrowing rate, of the premiums for such benefits in for the specified amount upon continuing coverage period (which shall be calculated based on the conclusive presumption that the cost or premiums will remain constant at the rate existing for COBRA coverage immediately following termination), or (C) a combination of the foregoing options (for example, Company may elect to pay Executive’s submission premiums during the period of an invoice or other acceptable proof time covered by COBRA, and thereafter pay a lump sum to cover the present value of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerthe remaining cost). Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerSubsection. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled Executive’s right to receive the compensation provided under by Section 6 6(c) or 77(c) shall be reduced to the extent of such payments.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the sum of (i) two times the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (2ii) one hundred percent (100%) two times the amount of the annual all incentive compensation paid or accrued to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedCompany's most recent last four fiscal quarters then ended. (2) Executive shall be become vested in any and all equity-based stock bonus and stock option plans and agreements of Company or Parent in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to will continue to receive life, disability, accident and group health and dental insurance benefits, at benefits substantially the levels Executive similar to those which he was receiving immediately prior to Executive’s Separation from Service, for a period his termination of time expiring upon employment until the earlier of: of (1i) the end of the period of twelve (12) 24 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer. The benefits provided pursuant to this Section shall be provided on substantially the same terms and conditions as they were provided prior to the Change in Control, except that the full cost of such benefits shall be paid by Company. Executive's right to receive continued coverage under Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive's right to receive all forms of benefits under this Section is reduced to the extent he is eligible to receive any health care benefit from any other employer or source without being required his request to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3. (4) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided 8 by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive's right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the sum of (i) three times the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (2ii) one hundred percent (100%) three times the amount of the annual all incentive compensation paid or accrued to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedCompany's most recent last four fiscal quarters then ended. (2) Executive shall be vested in any and all equity-based restricted stock, stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to will continue to receive life, disability, accident and group health and dental insurance benefits, at benefits substantially the levels Executive similar to those which he was receiving immediately prior to Executive’s Separation from Service, for a period his termination of time expiring upon employment until the earlier of: of (1i) the end of the period of twelve (12) 24 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer. The benefits provided pursuant to this Section shall be provided on substantially the same terms and conditions as they were provided prior to the Change in Control, except that the full cost of such benefits shall be paid by Company. Executive's right to receive continued coverage under Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive's right to receive all forms of benefits under this Section is reduced to the extent he is eligible to receive any health care benefit from any other employer or source without being required his request to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(bSubsection 8(c), Executive shall not be entitled Executive's right to receive the compensation provided under Section 6 by Subsection 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive’s last day of work equal to the sum of (i) two (2) times the greater of Executive’s annualized Base Salary in effect on the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of employment or Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (ii) two (2) one hundred percent (100%) of times the higher annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated orbonus that would have been awarded, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number method of calendar days that have elapsed calculation then in effect, during the quarter) one of the payment to two immediately preceding fiscal years which Executive would be entitled under produce the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedhigher award. (2) Executive shall be vested in any and all equity-based stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled compensated in a manner selected by the Company to continue to receive provide for life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicehis termination, for a period of time expiring upon the earlier of: of (1i) the end of the period of twelve (12) 42 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. At Company’s option, Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either (1) paying for or reimbursing Executive at reasonable intervals for the actual cost of COBRA coverage such benefits (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for (2) payment of a lump sum in the cost amount of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executivepresent value, discounted at Company’s responsibility to procure such benefits and Company will promptly reimburse Executive for effective borrowing rate, of the premiums for such benefits in for the specified amount upon continuing coverage period (which shall be calculated based on the conclusive presumption that the cost or premiums will remain constant at the rate existing for COBRA coverage immediately following termination), or (3) a combination of the foregoing options (for example, Company may elect to pay Executive’s submission premiums during the period of an invoice or other acceptable proof time covered by COBRA, and thereafter pay a lump sum to cover the present value of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerthe remaining cost). Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive’s right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive’s last day of work equal to the sum of (i) two (2) times the greater of Executive’s annualized Base Salary in effect on the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of employment or Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (ii) two (2) one hundred percent (100%) of times the higher annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated orbonus that would have been awarded, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number method of calendar days that have elapsed calculation then in effect, during the quarter) one of the payment to two immediately preceding fiscal years which Executive would be entitled under produce the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedhigher award. (2) Executive shall be vested in any and all equity-based stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would havewould, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled compensated in a manner selected by the Company to continue to receive provide for life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicehis termination, for a period of time expiring upon the earlier of: of (1i) the end of the period of twelve (12) 42 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. At Company’s option, Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either (1) paying for or reimbursing Executive at reasonable intervals for the actual cost of COBRA coverage such benefits (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for (2) payment of a lump sum in the cost amount of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executivepresent value, discounted at Company’s responsibility to procure such benefits and Company will promptly reimburse Executive for effective borrowing rate, of the premiums for such benefits in for the specified amount upon continuing coverage period (which shall be calculated based on the conclusive presumption that the cost or premiums will remain constant at the rate existing for COBRA coverage immediately following termination), or (3) a combination of the foregoing options (for example, Company may elect to pay Executive’s submission premiums during the period of an invoice or other acceptable proof time covered by COBRA, and thereafter pay a lump sum to cover the present value of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerthe remaining cost). Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive’s right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit benefits pursuant to Section 8(a9(a) hereof: (i) Executive shall receive (1) Within ten the Accrued Obligations; (102) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment severance pay in an amount equal to: (1a) one hundred percent (100%) % of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; , plus (2) one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3b) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2ii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicetermination of employment, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(39(b)(ii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeremployer 24030018.6 (iii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive in a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. (iv) Subject to Section 15 herein, the benefits provided pursuant to this Section 9(b) (other than the Accrued Obligations) will be paid in a single lump sum on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that (1) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (2) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have no duty either twenty-one (21) or forty-five (45) days following receipt of the General Release to mitigate damages consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in order to receive a timely manner, or revokes the compensation described General Release, the benefits provided by this Section 8(b); provided, however, that Company’s obligation 9(b) (other than the Accrued Obligations) will not be due. The Incentive Plan payments to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If which Executive is entitled to receive for the year or quarter of the Executive’s termination shall be made within the time period described in the applicable Incentive Plan, provided Executive has timely executed and not revoked a General Release as described above. In no event will the Incentive Plan payments called for by this Section 8(b), Executive shall not be entitled to receive made later than March 15 of the compensation provided under Section 6 or 7year following the year in which Executive’s employment is terminated.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent two (100%2) of times Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve forty-two (1242) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Following the expiration of the COBRA continuation period, Company will reimburse Executive for the cost of comparable health and dental insurance benefits. Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); , provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7.

Receipt of Benefits. If Executive is entitled to receive a severance benefit benefits pursuant to Section 8(a9(a) hereof: (i) Executive shall receive (1) Within ten the Accrued Obligations; (102) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment severance pay in an amount equal to: (1a) one hundred percent (100%) % of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; , plus (2) one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3b) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2ii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicetermination of employment, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(39(b)(ii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer (iii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive in a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. (iv) Subject to Section 15 herein, the benefits provided pursuant to this Section 9(b) (other than the Accrued Obligations) will be paid in a single lump sum on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that (1) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (2) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have no duty either twenty-one (21) or forty-five (45) days following receipt of the General Release to mitigate damages consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in order to receive a timely manner, or revokes the compensation described General Release, the benefits provided by this Section 8(b); provided, however, that Company’s obligation 9(b) (other than the Accrued Obligations) will not be due. The Incentive Plan payments to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If which Executive is entitled to receive for the year or quarter of the Executive’s termination shall be made within the time period described in the applicable Incentive Plan, provided Executive has timely executed and not revoked a General Release as described above. In no event will the Incentive Plan payments called for by this Section 8(b), Executive shall not be entitled to receive made later than March 15 of the compensation provided under Section 6 or 7year following the year in which Executive’s employment is terminated.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his Executive’s employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the sum of (i) two times the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (2ii) one hundred percent (100%) two times the amount of the annual all incentive compensation paid or accrued to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedCompany's most recent last four fiscal quarters then ended. (2) Executive shall be become vested in any and all equity-based stock bonus and stock option plans and agreements of Company or Parent that were granted prior to the change in control in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to will continue to receive life, disability, accident and group health and dental insurance benefits, at benefits substantially the levels Executive similar to those which he was receiving immediately prior to Executive’s Separation from Service, for a period his termination of time expiring upon employment until the earlier of: of (1i) the end of the period of twelve (12) 24 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer. The benefits provided pursuant to this Section shall be provided on substantially the same terms and conditions as they were provided prior to the Change in Control, except that the full cost of such benefits shall be paid by Company. Executive's right to receive continued coverage under Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive's right to receive all forms of benefits under this Section is reduced to the extent he is eligible to receive any health care benefit from any other employer or source without being required his request to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3. (4) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive's right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: the following benefits: (1) one hundred percent A lump sum severance payment within (100%10) days following Executive's last day of work equal to the sum of (i) two times the greater of Executive’s 's annualized Base Salary in effect on the date of termination of employment or Executive's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (2ii) one hundred percent (100%) two times the amount of the annual all incentive compensation paid or accrued to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedCompany's most recent last four fiscal quarters then ended. (2) Executive shall be become vested in any and all equity-based stock bonus and stock option plans and agreements of Company or Parent that were granted prior to the change in control in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to will continue to receive life, disability, accident and group health and dental insurance benefits, at benefits substantially the levels Executive similar to those which he was receiving immediately prior to Executive’s Separation from Service, for a period his termination of time expiring upon employment until the earlier of: of (1i) the end of the period of twelve (12) 24 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer. The benefits provided pursuant to this Section shall be provided on substantially the same terms and conditions as they were provided prior to the Change in Control, except that the full cost of such benefits shall be paid by Company. Executive's right to receive continued coverage under Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive's right to receive all forms of benefits under this Section is reduced to the extent he is eligible to receive any health care benefit from any other employer or source without being required his request to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3. (4) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive's right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit benefits pursuant to Section 8(a9(a) hereof: (i) Executive shall receive (1) Within ten the Accrued Obligations; (102) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment severance pay in an amount equal to: (1a) one hundred percent (100%) % of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; , plus (2b) one hundred percent (100%) % of the annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his Executive’s employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Planterminated; plus (3c) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4d) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2ii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive in a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made . (iii) Subject to Section 15 herein, the benefits provided pursuant to this Section 8(b)(29(b) (other than the Accrued Obligations) will be made within paid in a single lump sum on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that (1) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (2) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in a timely manner, or revokes the General Release, the benefits provided by this Section 9(b) (other than the Accrued Obligations) will not be due. The Incentive Plan payments to which Executive is entitled for the year or quarter of the Executive’s employment. (3) If termination shall be made within the time period described in the applicable Incentive Plan, provided Executive has timely executed and not revoked a General Release as described above. In no event will the Incentive Plan payments be made later than March 15 of the year following the year in which Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7terminated.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten If Executive signs (10and does not revoke) days following the date of termination of Executive’s employmentRelease described in Section 12, Company will provide Executive with shall receive a single lump sum cash payment in an amount equal to: (1) one hundred percent (to 100%) % of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus . The lump sum payment shall be paid within ten (210) one hundred percent (100%) of days following the annual compensation paid to last day on which the Executive in the preceding year under all Incentive Compensation Plans (annual may revoke a previously executed and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedtimely delivered Release. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7. Notwithstanding anything herein to the contrary, the right to receive benefits pursuant to this Section 6 are specifically conditioned upon the Executive either waiving or being ineligible for any and all benefits under the Insight Enterprises, Inc. Executive Management Separation Plan, the Insight Enterprises, Inc. Separation Plan or any other severance, retention or change in control plan, program or agreement sponsored by the Company or its affiliates.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(aSubsection 8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the greater of (i) the sum of $1,500,000, less all amounts previously paid to Executive as Base Salary or Incentive Compensation pursuant to this Agreement, or (ii) the sum of (x) two times the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (2y) one hundred percent (100%) two times the amount of the annual all incentive compensation paid or accrued to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedCompany's most recent four fiscal quarters then ended. (2) Executive shall be become fully vested in any and all equity-based stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits or the terms of such plan(s) prohibit such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to will continue to receive life, disability, accident and group health and dental insurance benefits, at benefits substantially the levels Executive similar to those which he was receiving immediately prior to Executive’s Separation from Service, for a period his termination of time expiring upon employment until the earlier of: of (1i) the end of the period of twelve (12) 24 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer. The benefits provided pursuant to this Subsection shall be provided on substantially the same terms and conditions as they were provided prior to the Change in Control, except that the full cost of such benefits shall be paid by Company. Executive's right to receive continued coverage under Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive's right to receive all forms of benefits under this Section is reduced to the extent he is eligible to receive any health care benefit from any other employer or source without being required his request to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3. (4) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerSection. If Executive is entitled to receive the payments called for by this Section 8(bSubsection 8(c), Executive shall not be entitled Executive's right to receive the compensation provided under Section 6 or 7by Sections 6A, 6B and 7 shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent two (100%2) of times Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve forty-two (1242) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Following the expiration of the COBRA continuation period, Company will reimburse Executive for the cost of comparable health and dental insurance benefits. Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); , provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent two (100%2) of times Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve twenty-four (1224) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Following the expiration of the COBRA continuation period, Company will reimburse Executive for the cost of comparable health and dental insurance benefits. Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a11(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent two (100%2) of times Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(211(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident participate in any death in service insurance scheme and group private health and dental insurance benefitsscheme, at substantially the levels Executive was receiving in place immediately prior to termination of Executive’s Separation from Serviceemployment, for a period of time expiring upon the earlier of: (1) the end of the period of twelve forty-two (1242) months following termination of Executive’s Separation from Serviceemployment, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program scheme of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(311(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b11(b); provided, however, that Company’s obligation to provide continued life, disability, accident participation in any death in service insurance scheme and group any private health and dental insurance benefits scheme will cease with respect to a particular type of coverage scheme when and if Executive becomes eligible to receive substantially similar coverage with a successor employerbenefits under any scheme of another employer or source. If Executive is entitled to receive the payments called for by this Section 8(b11(b), Executive shall not be entitled to receive the compensation provided under Section 6 9 or 710.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive's last day of work equal to the sum of (i) two (2) times the greater of Executive's annualized Base Salary in effect on the date of termination of employment or Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of Executive’s 's highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (ii) two (2) one hundred percent (100%) of times the higher annual compensation paid to Executive in the preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated orbonus that would have been awarded, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number method of calendar days that have elapsed calculation then in effect, during the quarter) one of the payment to two immediately preceding fiscal years which Executive would be entitled under produce the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedhigher award. (2) Executive shall be vested in any and all equity-based stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, have been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled compensated in a manner selected by the Company to continue to receive provide for life, disability, accident and group health and dental insurance benefits, at substantially the levels EXHIBIT 10.45 Executive was receiving immediately prior to Executive’s Separation from Servicehis termination, for a period of time expiring upon the earlier of: of (1i) the end of the period of twelve (12) 42 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. At Company's option, Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either (1) paying for or reimbursing Executive at reasonable intervals for the actual cost of COBRA coverage such benefits (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for (2) payment of a lump sum in the cost amount of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for present value, discounted at Company's effective borrowing rate, of the premiums for such benefits in for the specified amount upon continuing coverage period (which shall be calculated based on the conclusive presumption that the cost or premiums will remain constant at the rate existing for COBRA coverage immediately following termination), or (3) a combination of the foregoing options (for example, Company may elect to pay Executive’s submission 's premiums during the period of an invoice or other acceptable proof time covered by COBRA, and thereafter pay a lump sum to cover the present value of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerthe remaining cost). Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive's right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit benefits pursuant to Section 8(a9(a) hereof: (i) Executive shall receive (1) Within ten the Accrued Obligations; (102) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment severance pay in an amount equal to: (1a) one hundred percent (100%) 250% of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; , plus (2b) one hundred percent (100%) 250% of the annual compensation paid to Executive in the preceding year under all the Incentive Compensation Plans (annual and quarterly) Plan in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4c) with respect to any the Incentive Compensation Plan with annual objectivesPlan, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated.; (2ii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicetermination of employment, for a period of time expiring upon the earlier of: (1) the end of the period of twelve eighteen (1218) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(39(b)(ii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer; (iii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive in a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive; and (iv) Subject to Section 15 herein, the benefits provided pursuant to this Section 9(b) (other than the Accrued Obligations) will be paid in a single lump sum on the (1) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (2) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have no duty either twenty-one (21) or forty-five (45) days following receipt of the General Release to mitigate damages consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in order to receive a timely manner, or revokes the compensation described General Release, the benefits provided by this Section 8(b); provided, however, that Company’s obligation 9(b) (other than the Accrued Obligations) will not be due. The Incentive Plan payments to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If which Executive is entitled to receive for the year or quarter of the Executive’s termination shall be made within the time period described in the applicable Incentive Plan, provided Executive has timely executed and not revoked a General Release as described above. In no event will the Incentive Plan payments called for by this Section 8(b), Executive shall not be entitled to receive made later than March 15 of the compensation provided under Section 6 or 7year following the year in which Executive’s employment is terminated.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a8(b) hereof, Company will provide Executive with the following benefits: (1) Within A lump sum severance payment within ten (10) days following Executive’s last day of work equal to the sum of (i) two (2) times the greater of Executive’s annualized Base Salary in effect on the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent (100%) of employment or Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus term of this Agreement and (ii) two (2) one hundred percent (100%) of times the higher annual compensation paid to Executive in bonus from the two immediately preceding year under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid to Executive in the preceding year under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminatedcomplete fiscal years. (2) Executive shall be vested in any and all equity-based stock bonus and stock option plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled compensated in a manner selected by the Company to continue to receive provide for life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Servicehis termination, for a period of time expiring upon the earlier of: of (1i) the end of the period of twelve (12) 42 months following Executive’s Separation from Service, his termination of employment or (2ii) the day on which Executive he becomes eligible to receive any substantially similar continuing health care benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. At Company’s option, Company will may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either (1) paying for or reimbursing Executive at reasonable intervals for the actual cost of COBRA coverage such benefits (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for (2) payment of a lump sum in the cost amount of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executivepresent value, discounted at Company’s responsibility to procure such benefits and Company will promptly reimburse Executive for effective borrowing rate, of the premiums for such benefits in for the specified amount upon continuing coverage period (which shall be calculated based on the conclusive presumption that the cost or premiums will remain constant at the rate existing for COBRA coverage immediately following termination), or (3) a combination of the foregoing options (for example, Company may elect to pay Executive’s submission premiums during the period of an invoice or other acceptable proof time covered by COBRA, and thereafter pay a lump sum to cover the present value of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employerthe remaining cost). Executive shall have no duty to mitigate damages or loss in order to receive the compensation described benefits provided by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employeror in this Agreement. If Executive is entitled to receive the payments called for by this Section 8(b8(c), Executive shall not be entitled Executive’s right to receive the compensation provided under by Section 6 6(c) or 77(c) shall to the extent of such payments be reduced.

Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof: (1) Within ten (10) days following the date of termination of Executive’s employment, Company will provide Executive with a single lump sum cash payment in an amount equal to: (1) one hundred percent two (100%2) of times Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term; plus (2) one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under all Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date his her employment is terminated or, if an Incentive Compensation Plan was not in existence in the preceding year, one hundred percent two (100%2) of times the annual compensation paid to Executive in the one (1) of the two (2) preceding year years in which Executive received the higher annual compensation under a predecessor Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated. (2) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive. Any payment made pursuant to this Section 8(b)(2) will be made within sixty (60) days following the date of termination of Executive’s employment. (3) If Executive’s employment termination constitutes a Separation from Service, Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end of the period of twelve forty-two (1242) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Following the expiration of the COBRA continuation period, Company will reimburse Executive for the cost of comparable health and dental insurance benefits. Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this Section 8(b)(3) will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Section 8(b); provided, however, that Company’s obligation to provide continued life, disability, accident and group health and dental insurance benefits will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. If Executive is entitled to receive the payments called for by this Section 8(b), Executive shall not be entitled to receive the compensation provided under Section 6 or 7.