Common use of Severance Agreement and Release Clause in Contracts

Severance Agreement and Release. In the event that Executive incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution by Executive of the Company's standard severance agreement and release (the "Release"). The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty (30) days after the effective date of termination of this Agreement (the "Consideration Period") in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive shall be entitled to the amounts and benefits set forth in Section 4.2 or 4.3, as the case may be. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2; (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of Executive’s employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's ’s standard severance agreement and release (the "“Release")”) within the applicable time period described below. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement Executive’s employment hereunder (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and does not thereafter revoke such Release within any period of time provided therefor under applicable law, Executive shall shall, subject to Sections 4.7, 4.10 and 5.3 below, be entitled to the amounts and benefits set forth Severance Payment as described in Section 4.2 or (including by reason of Section 4.3, as the case may beif applicable). If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;, plus (ii) any Unpaid Bonus described in Section 4.2(c) above; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for or the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option Benefits Payments (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above4.2), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's standard a severance agreement and release (the "“Release")”) in a form substantially and materially similar to Attachment A hereto within the applicable time period described below. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and does not thereafter revoke such Release within any period of time provided therefor under applicable law, Executive shall shall, subject to Sections 4.7 and 5.3 below, be entitled to the amounts and benefits set forth Severance Payment as described in Section 4.2 or (including by reason of Section 4.3, as the case may beif applicable). If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;, plus (iii) any Unpaid Bonus; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for or the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option Benefits Payments (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above4.2), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution by Executive of the Company's ’s standard severance agreement and release (the "“Release"”). The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days after the effective date of termination of this Agreement (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Reimbursement Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive shall be entitled to the amounts and benefits set forth in Section 4.2 or 4.3, as the case may be. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option Pro Rated Bonus (as that term is defined in Section 3.5 4.2(c) above) that has become vested on ), or before the date of such termination shall be exercisable in accordance with the terms of the Plan Award (as that term is defined in Section 3.5 4.2(d) above) or (ii) make the Benefits Payments during the Reimbursement Period (as those terms are defined in Section 4.2 above), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive Employee incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 7(b) above), or (ii) a Termination With Good Reason (as defined in Section 4.3 7(c) above), payment by the Company of the amounts described in said sections shall be subject to the execution by Executive Employee of the Company's standard severance agreement and release (the "Release"), a copy of which is attached hereto as Exhibit "A" and made a part hereof. The Release shall be delivered to ExecutiveEmployee, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive Employee to the Company. Executive Employee shall have a period of thirty (30) days after the effective date of termination of this Agreement (the "Consideration Period") in which to execute and return the original, signed Release to the Company. If Executive Employee delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive Employee shall be entitled to the amounts and benefits set forth in Section 4.2 7(b) or 4.37(c), as the case may be. If Executive Employee does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then: (ai) the Company shall pay Executive Employee an amount equal to the sum of (i) any Base Salary Compensation and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.23(b); (bii) the Company shall have no obligation to (i) pay to Executive Employee the Severance Payment (as that term is defined in Section 4.2(b7(b)(ii) above), (ii) arrange for the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (ciii) any portion of the Option (as that term is defined in Section 3.5 above) stock options that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above)applicable plan, and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of Executive’s employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), ) or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's standard a severance agreement and release (the "“Release")”) in a form substantially and materially similar to Attachment A hereto within the applicable time period described below. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement Executive’s employment hereunder (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and does not thereafter revoke such Release within any period of time provided therefor under applicable law, Executive shall shall, subject to Sections 4.8, 5.3 and 5.4 below, be entitled to receive the amounts Severance Payment at the same time and benefits set forth in the same form as specified in Section 4.2 or 4.3, as the case may beapplicable. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time time, in each case, accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;, plus (iii) any Unpaid Bonus; and (b) the Company shall have no obligation to (i) pay to Executive the any Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) make any portion of the Option (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above), and all unvested shares shall terminateBenefits Payments.

Severance Agreement and Release. In the event that Executive incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution by Executive of the Company's ’s standard severance agreement and release (the "“Release"”). The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Reimbursement Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive shall be entitled to the amounts and benefits set forth in Section 4.2 or 4.3, as the case may be. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option Pro Rated Bonus (as that term is defined in Section 3.5 4.2(c) above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan Award (as that term is defined in Section 3.5 4.2(d) above) or (ii) make the Benefits Payments during the Reimbursement Period (as those terms are defined in Section 4.2 above), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of If Executive’s employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), ) or (ii) a Termination With Good Reason (as defined in Section 4.3 above), or on account of Executive’s Disability (as defined in Section 4.4 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive (or by Executive’s legal representative, if applicable), within the applicable time period described below, of the Company's standard a severance agreement and release (the "“Release")”) in a form that is reasonably satisfactory to the Company and consistent with the form of severance agreement and release then used by the Company for senior executives. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company, and in the case of Executive’s Disability, as soon as reasonably practicable following the date on which Executive’s Disability occurs. Executive shall have a period of thirty 21 days (30or, if required by applicable law, a period of 45 days) days after the effective date of termination of this Agreement Executive’s employment hereunder (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, Active 14594896.1 signed Release to the Company prior to the expiration of the Consideration Period, then Period and does not thereafter revoke such Release within the Severance Period shall be deemed to have commenced as of the first seven-day of period immediately following the Consideration Period and as provided therefor under applicable law (such seven-day period, the “Revocation Period”), Executive shall shall, subject to Section 4.7 below, be entitled to the amounts Severance Installments, Severance Lump-Sum Payment and benefits set forth Benefits Payments as described in Section 4.2 or (including by reason of Section 4.3, if applicable) or the Severance Amount described in Section 4.4(c), as applicable. In such event, aggregate Severance Installments or that portion of the case may beSeverance Amount, as applicable, equal to one-twelfth of Executive’s Base Salary in effect at the date of termination of Executive’s employment hereunder shall constitute consideration for Executive’s delivery of the Release pursuant to this Section 4.6 (the “Release Consideration”). If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred on or prior to the date of termination in accordance with Section 3.2;; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Installments, Severance Lump-Sum Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for the continuation, through and Benefits Payments or the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above), and all unvested shares shall terminateAmount.

Severance Agreement and Release. In the event that Executive incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution by Executive of the Company's ’s standard severance agreement and release (the "“Release"”). The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty 21 days (30or, if required by applicable law, a period of 45 days) days after the effective date of termination of this Agreement (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Reimbursement Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive shall be entitled to the amounts and benefits set forth in Section 4.2 or 4.3, as the case may be. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), ) or (ii) arrange for make the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage Benefits Payments during the Severance Period; and (c) any portion of the Option Reimbursement Period (as that term is those terms are defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 4.2 above), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of Executive's employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), ) or (ii) a Termination With Good Reason (as defined in Section 4.3 above), in either case, payment by the Company of the amounts and benefits described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's standard a severance agreement and release of claims in favor of the Company and its Affiliates (the "Release")) in a form substantially and materially similar to Attachment A hereto within the applicable time period described below. The If the Company does not deliver an alternate release to Executive as the "substantially and materially similar Release" hereunder within two (2) business days after the date of his termination under Sections 4.2 or 4.3 hereunder, then the Company agrees that Executive may use the Release shall be delivered to Executive, in appended as Attachment A as the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Companydesignated "Release" hereunder for all purposes. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement Executive's employment hereunder (the "Consideration Period") in which to execute and return the original, signed Release to the Company. If Executive delivers does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then or if Executive delivers the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive shall be entitled to the amounts and benefits set forth in Section 4.2 or 4.3, as the case may be. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration PeriodPeriod and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) On or within thirty (30) days following the date of termination, the Company shall pay Executive to Executive, in lump-sum cash payment, an amount equal to the sum of (i) any Base Salary and (subject to Section 3.3 above and applicable law) vacation time time, in each case, accrued but unpaid as of the date of termination, plus (ii) any reimbursement for business expenses incurred and unpaid as of the date of termination in accordance with Section 3.2;3.2 above, plus (iii) any Unpaid Bonus; and (b) the Company shall have no obligation to (i) pay to Executive the any Severance Payment (as that term is defined in Section 4.2(b) above)or any Benefits Payments, (ii) arrange for to the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of terminationextent applicable, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above), and all unvested shares shall terminateother amount.

Severance Agreement and Release. In the event that Executive incurs a termination of Executive’s employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), ) or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's standard a severance agreement and release (the "“Release")”) in a form substantially and materially similar to Attachment A hereto within the applicable time period described below. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement Executive’s employment hereunder (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and does not thereafter revoke such Release within any period of time provided therefor under applicable law, Executive shall shall, subject to Sections 4.8, 4.9, 5.3 and 5.4 below, be entitled to receive the amounts Severance Payment at the same time and benefits set forth in the same form as specified in Section 4.2 or 4.3, as the case may beapplicable. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) : the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time time, in each case, accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2; , plus (biii) any Unpaid Bonus; and the Company shall have no obligation to (i) pay to Executive the any Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) make any portion of the Option (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above), and all unvested shares shall terminateBenefits Payments.

Severance Agreement and Release. In the event that Executive incurs a termination of Executive's employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), ) or (ii) a Termination With Good Reason (as defined in Section 4.3 above), in either case, payment by the Company of the amounts and benefits described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's standard a severance agreement and release of claims in favor of the Company and its Affiliates (the "Release")) in a form substantially and materially similar to Attachment A hereto within the applicable time period described below. The If the Company does not deliver an alternate release to Executive as the "substantially and materially similar Release" hereunder within two (2) business days after the date of his termination under Sections 4.2 or 4.3 hereunder, then the Company agrees that Executive may use the Release shall be delivered to Executive, in appended as Attachment A as the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Companydesignated "Release" hereunder for all purposes. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement Executive's employment hereunder (the "Consideration Period") in which to execute and return the original, signed Release to the Company. If Executive delivers does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then or if Executive delivers the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive shall be entitled to the amounts and benefits set forth in Section 4.2 or 4.3, as the case may be. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration PeriodPeriod and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) On or within thirty (30) days following the date of termination, the Company shall pay Executive to Executive, in lump-sum cash payment, an amount equal to the sum of (i) any Base Salary and (subject to Section 3.3 above and applicable law) vacation time time, in each case, accrued but unpaid as of the date of termination, plus (ii) any reimbursement for business expenses incurred and unpaid as of the date of termination in accordance with Section 3.2;3:2 above, plus (iii) any Unpaid Bonus; and (b) the Company shall have no obligation to (i) pay to Executive the any Severance Payment (as that term is defined in Section 4.2(b) above)or any Benefits Payments, (ii) arrange for to the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of terminationextent applicable, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above), and all unvested shares shall terminateother amount.

Severance Agreement and Release. In the event that Executive incurs a termination of Executive’s employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's ’s standard severance agreement and release (the "“Release")”) within the applicable time period described below. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days (or, if required by applicable law, a period of forty-five (45) days) after the effective date of termination of this Agreement Executive’s employment hereunder (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and does not thereafter revoke such Release within any period of time provided therefor under applicable law, Executive shall shall, subject to Sections 4.7, 4.9 and 5.3 below, be entitled to the amounts and benefits set forth Severance Payment as described in Section 4.2 or (including by reason of Section 4.3, as the case may beif applicable). If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;, plus (iii) any Unpaid Bonus described in Section 4.2(c) above; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for or the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option Benefits Payments (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above4.2), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive Employee incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 7(c) above), payment by the Company of the amounts described in said sections shall be subject to the execution by Executive Employee of the Company's standard severance agreement and release (the "Release"), a copy of which is attached hereto as Exhibit "A" and made a part hereof. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive Employee shall have a period of thirty (30) days after the effective date of termination of this Agreement (the "Consideration Period") in which to execute and return the original, signed Release to the Company. If Executive Employee delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive Employee shall be entitled to the amounts and benefits set forth in Section 4.2 7(b) or 4.37(c), as the case may be. If Executive Employee does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then: (ai) the Company shall pay Executive Employee an amount equal to the sum of (i) any Base Salary Compensation, Bonus and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2Sections 3 and 5; (bii) the Company shall have no obligation to (i) pay to Executive Employee the Severance Payment (as that term is defined in Section 4.2(b7(b)(ii) above), (ii) arrange for the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (ciii) any portion of the Option (as that term is defined in Section 3.5 above) stock options that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above)applicable plan, and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive of the Company's standard a severance agreement and release (the "“Release")”) in a form substantially and materially similar to Attachment A hereto within the applicable time period described below. The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty twenty-one (3021) days after the effective date of termination of this Agreement (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and does not thereafter revoke such Release within any period of time provided therefor under applicable law, Executive shall shall, subject to Sections 4.7 and 5.3 below, be entitled to the amounts and benefits set forth Severance Payment as described in Section 4.2 or (including by reason of Section 4.3, as the case may beif applicable). If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;, plus (iii) any Unpaid Bonus; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for or the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option Benefits Payments (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above4.2), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of employment pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), or (ii) a Termination With Good Reason (as defined in Section 4.3 above), payment by the Company of the amounts described in said sections shall be subject to the execution by Executive of the Company's ’s standard severance agreement and release (the "“Release"”). The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company. Executive shall have a period of thirty 21 days (30or, if required by applicable law, a period of 45 days) days after the effective date of termination of this Agreement (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Reimbursement Period shall be deemed to have commenced as of the first day of the Consideration Period and Executive shall be entitled to the amounts and benefits set forth in Section 4.2 or 4.3, as the case may be. If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred in accordance with Section 3.2;; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above), (ii) arrange for or the continuation, through the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option Pro Rated Bonus (as that term is defined in Section 3.5 4.2(c) above) that has become vested on or before (ii) make the date of such termination shall be exercisable in accordance with Benefits Payments during the terms of the Plan Reimbursement Period (as that term is those terms are defined in Section 3.5 4.2 above), and all unvested shares shall terminate.

Severance Agreement and Release. In the event that Executive incurs a termination of If Executive’s employment hereunder is terminated pursuant to (i) a Termination Without Cause (as defined in Section 4.2 above), ) or (ii) a Termination With Good Reason (as defined in Section 4.3 above), or on account of Executive’s Disability (as defined in Section 4.4 above), payment by the Company of the amounts described in said sections shall be subject to the execution and delivery to the Company by Executive (or by Executive’s legal representative, if applicable), within the applicable time period described below, of the Company's standard a severance agreement and release (the "“Release")”) in a form that is reasonably satisfactory to the Company and consistent with the form of severance agreement and release then used by the Company for senior executives. BUS_RE\2831340.12 The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company, and in the case of Executive’s Disability, as soon as reasonably practicable following the date on which Executive’s Disability occurs. Executive shall have a period of thirty 21 days (30or, if required by applicable law, a period of 45 days) days after the effective date of termination of this Agreement Executive’s employment hereunder (the "“Consideration Period"”) in which to execute and return the original, signed Release to the Company. If Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period, then the Severance Period shall be deemed to have commenced as of the first day of the Consideration Period and does not thereafter revoke such Release within any period of time provided therefor under applicable law, Executive shall shall, subject to Section 4.7 below, be entitled to the amounts Severance Installments, Severance Bonus and benefits set forth Benefits Payments as described in Section 4.2 or (including by reason of Section 4.3, if applicable) or the Severance Amount described in Section 4.4(c), as applicable. In such event, aggregate Severance Installments or that portion of the case may beSeverance Amount, as applicable, equal to one-twelfth of Executive’s Base Salary in effect at the date of termination of Executive’s employment hereunder shall constitute consideration for Executive’s delivery of the Release pursuant to this Section 4.6 (the “Release Consideration”). If Executive does not deliver the original, signed Release to the Company prior to the expiration of the Consideration Period, or if Executive delivers the original, signed Release to the Company prior to the expiration of the Consideration Period and thereafter revokes such Release within any period of time provided therefor under applicable law, then: (a) the Company shall pay Executive an amount equal to the sum of (i) any Base Salary and vacation time accrued but unpaid as of the date of termination, plus (ii) any reimbursement for expenses incurred on or prior to the date of termination in accordance with Section 3.2;; and (b) the Company shall have no obligation to (i) pay to Executive the Severance Payment (as that term is defined in Section 4.2(b) above)Installments, (ii) arrange for the continuation, through Severance Bonus and Benefits Payments or the Severance Period, of health and/or medical benefits or plans in effect with respect to Executive as of the date of termination, or (iii) pay to Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the Severance Period; and (c) any portion of the Option (as that term is defined in Section 3.5 above) that has become vested on or before the date of such termination shall be exercisable in accordance with the terms of the Plan (as that term is defined in Section 3.5 above), and all unvested shares shall terminateAmount.