Common use of Severance and Other Benefits Clause in Contracts

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company will pay Employee as follows: (i) the Accrued Rights; (ii) (A) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two times (2x) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (B) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”). (c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject to Section 5(c) and Section 5(d), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment employment, except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement7, in the event of (i) a termination of Employee by the Company other than for Cause, Cause or (ii) a voluntary termination by Employee for Good Reason, in either each case, during the Employment Term, the Company will pay Employee as follows: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) the amounts set forth in Section 5(c)(ii) through (Aiv); (iii) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two times (2x) the greater of (A) the average of the Employee’s total Base Salary and Annual Bonus (such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of termination, or (B) Employee’s Base Salary and Cash target Annual Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Annual Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Annual Bonus shall be calculated in accordance with Clauses (A) and (B) but shall to include the three most recent calendar year years for which a Cash an Annual Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) a monthly cash payment equal to the coverage of for up to eighteen (18) months of equal to the coverage cost for continued group health, dental and/or dental, and vision coverage as elected by Employee for himself and/or his and any eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”); in the event that Employee dies during the period of COBRA Benefits, and any of Employee’s eligible dependents are enrolled in COBRA continuation coverage at the time of the employee’s death, the Company shall continue to pay all premiums and other costs for COBRA continuation coverage for the remainder of the eighteen (18) month period. (c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his Employee’s “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) a general release of claims in favor of the Waiver and Release Company in the form attached hereto as Exhibit A, as may be updated to reflect changes in lawlaw (the “Waiver and Release”); provided, however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claimsWaiver and Release.

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company will pay Employee as follows: (i) the Accrued Rights; (ii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); (Aiii) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two one times (2xlx) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (Bfor other than 2019, annualized for any partial year) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (Bthis Section 6(b)(iii) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”). (c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company will pay Employee as follows: (i) the Accrued Rights; (ii) (A) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two times (2x) the greater of (A) the average of the Employee’s total Base Salary and Annual Bonus (such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of termination, or (B) Employee’s Base Salary and Cash target Annual Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Annual Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Annual Bonus shall be calculated in accordance with Clauses (A) and (B) but shall to include the three most recent calendar year years for which a Cash an Annual Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”). (c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company will pay Employee as follows: (i) the Accrued Rights; (ii) (A) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two (2) times the greater of (2xA) the average of the Employee’s total Base Salary and Annual Bonus for the three years preceding the year of termination, or (B) Employee’s Base Salary and Cash target Annual Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Annual Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Annual Bonus shall be calculated in accordance with Clauses (A) and (B) but shall to include the three most recent calendar year years for which a Cash an Annual Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”). (c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company will pay Employee as follows: (i) the Accrued Rights; (ii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); (Aiii) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two times (2x) the greater of (A) the average of the Employee’s total Base Salary and Annual Bonus (such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of termination, or (B) Employee’s Base Salary and Cash target Annual Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Annual Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Annual Bonus shall be calculated in accordance with Clauses (A) and (B) but shall to include the three most recent calendar year years for which a Cash an Annual Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”). (c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) a. Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) b. Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company will pay Employee as follows: (i) i. the Accrued Rights; (ii) (A) if such termination occurs during the first fifteen (15) months following the Prior Effective Start Date, an amount equal to two times (2x) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Start Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (B) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement determined, if any (“Severance Pay”); (iii) . the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) . a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”). (c) c. Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company Trust shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment employment, except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company Trust other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company Trust will pay Employee as follows: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) the amounts set forth in Section 5(c)(ii) through (Av) (iii) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two times (2x) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an An amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year two years (for other than 2019, annualized for any partial year) preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (B) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement effect (“Severance Pay”); . For purposes of clarification, if termination of the Employee occurs before payment of the first Cash Bonus after the Effective Date then Cash Bonus will be equal to the 2019 Target Cash Bonus (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(ivas defined on Exhibit A and not annualized); and (iv) a monthly cash payment equal Up to the coverage of up to eighteen twelve (1812) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA COBRA, which coverage shall be paid for in full by the Trust (the “COBRA Benefits”). (c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company Trust shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company Trust other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company Trust will pay Employee as follows: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) (A) if such termination occurs during the first fifteen (15) months following of the Prior Effective DateTerm, an amount equal to two times (2x) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following of the Prior Effective DateTerm, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (B) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement effect (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv(iv); and (iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA COBRA, which coverage shall be paid for in full by the Trust (the “COBRA Benefits”). (c) Subject to Section 9(i), any Accrued Rights, the amounts set forth in Sections 5(c)(ii) through (iv) and Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” no later than the eighth (8th) day that immediately follows expiration of the Revocation Period (as such term is defined in Section 7 of the general release attached hereto as Exhibit B). In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in lawforegoing general release; however, if the periods to consider Consideration Period or revoke the release straddle Revocation Period (as defined within Section 7 of such release) straddles two (2) taxable years of Employee, then the Company Trust shall pay the foregoing amounts amount in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company Trust shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company Trust other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company Trust will pay Employee as follows: (i) the Accrued Rights, less permitted statutory deductions and withholdings; (ii) (A) if such termination occurs during the first fifteen (15) months following of the Prior Effective DateTerm, an amount equal to two times (2x) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following of the Prior Effective DateTerm, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (B) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement effect (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv(iv); and (iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA COBRA, which coverage shall be paid for in full by the Trust (the “COBRA Benefits”). (c) Subject to Section 9(i), any Accrued Rights, the amounts set forth in Sections 5(c)(ii) through (iv), and Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” no later than the eighth (8th) day that immediately follows expiration of the Revocation Period (as such term is defined in Section 7 of the general release attached hereto as Exhibit B). In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in lawforegoing general release ; however, if the periods to consider Consideration Period or revoke the release straddle Revocation Period (as defined within Section 7 of such release) straddles two (2) taxable years of Employee, then the Company Trust shall pay the foregoing amounts in the second of such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claims.

Severance and Other Benefits. (a) Subject Termination in Connection with a Change of Control. If the Employee's employment terminates as a result of Involuntary Termination at any time during the period commencing two (2) months prior to Section 5(c)a Change of Control and ending twenty four (24) months following a Change of Control, and except as otherwise provided in this Section 6, then immediately after the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights. (b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event later of (i) a termination five (5) business days after the Employee's last date of employment with the Company and (ii) seven (7) calendar days after execution and delivery of an effective release of claims against the Company and related parties that releases the Company and such parties from any claims whatsoever arising from or related to the Employee's employment relationship with the Company (substantially in the Company's standard form entitled Mutual Separation and Release Agreement), 100% of the unvested portion of any stock option, restricted stock or any other compensatory stock award granted to the Employee by the Company and then held by the Employee (except for any stock option, restricted stock or other than for Causecompensatory stock award which by the express terms of the grant or by express designation by the Board are expressly excluded from the effect of this Agreement) shall automatically be accelerated in full so as to become immediately and completely vested and no longer subject to any contractual restrictions. In addition to such vesting acceleration, or (ii) a voluntary termination by Employee for Good Reason, in either case, during on the Employment Termdate that such acceleration occurs, the Company will pay Employee as followsshall receive the following payments and benefits: (i) the Accrued Rights; (ii) (A) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two times (2x) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (B) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”); (iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and (iv) a monthly A lump sum cash payment equal to the Employee's then current annual base salary and target annual bonus multiplied by the factor specified below (without taking into account any reduction in base salary which could trigger an Involuntary Termination), less applicable withholding taxes or other withholding obligations of the Company. The factor to be applied to the lump sum payment above shall be two (2) if the Employee is the Chief Executive Officer, one and one-half (1.5) if the Employee is the General Counsel or a member of E-Staff, and one (1) in all other cases; in each case measured as of the date of the event constituting or giving rise to the occurrence of an Involuntary Termination. For example, if the Employee is a member of E-Staff, then the lump sum cash payment shall be equal to one and one-half times the Employee's annual base salary plus target annual bonus. (ii) At the Company's expense, the Company will continue to provide Employee, and eligible dependents or other qualified beneficiaries of Employee, with medical, dental and vision insurance benefit coverage in coordination with the provisions of up to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for a period of twenty-four (24) months if the Employee is the Chief Executive Officer, eighteen (18) months if the Employee is the General Counsel or a member of continued group healthE-Staff, dental and/or vision coverage elected by and twelve (12) months in all other cases, provided that the Employee for himself and/or his eligible dependents, pursuant completes and timely files all necessary COBRA election documentation which will be sent to and subject to Employee after the applicable provisions last day of COBRA (employment. After the “COBRA Benefits”). (c) Subject to periods specified in this Section 9(i3(a)(ii), the Severance Pay payable if Employee wishes to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In additioncontinue such COBRA coverage, Employee shall only will be entitled required to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waiver and Release attached hereto as Exhibit A, as may be updated to reflect changes in law; however, if the periods to consider or revoke the release straddle two (2) taxable years of Employee, then the Company shall pay the foregoing amounts in the second of all requisite premiums for such taxable years, regardless of the taxable year in which Employee actually delivers the executed release of claimscontinued coverage.