Common use of Severance and Other Benefits Clause in Contracts

Severance and Other Benefits. The Company, in exchange for the promises of Employee contained below, agrees as follows: A. The Company agrees to pay Employee the total amount of $96,666.66 less any legally required deductions and withholdings (the “Severance Amount”). The Severance Amount will be paid in four separate installments. A first payment of $24,166.67, minus any applicable deductions and withholdings, will be made on March 30, 2012, provided the Employee has executed the Supplementary Release. Provided that Employee has executed the Supplementary Release, a subsequent payment of $24,166.67, minus applicable deductions and withholdings, will made on or before each of April 30, May 31 and June 30, 2012. B. The Company agrees to pay Employee a bonus for 2011 in the amount of $72,500.00, minus payroll deductions and withholdings, provided Employee has executed the Supplementary Release, which such amount shall be paid within two (2) business days following the date that Employee executes the Supplementary Release. C. During the portion, if any, of the four month period following the Resignation Date that Employee elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health and dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall reimburse Employee on a monthly basis for the premium costs paid by Employee in order to continue such health and/or dental coverage (the “COBRA Reimbursement”). The Company shall provide the COBRA Reimbursement within five days after Employee submits documentation to the Company evidencing his monthly payments to elect applicable continuation coverage; provided, however, that Employee must submit such documentation within thirty (30) days of his applicable payments, and provided further that the Company shall have no obligation to make the COBRA Reimbursements described above as of the date that Employee becomes eligible to participate in another entity’s health and/or dental insurance coverage, as applicable (which such eligibility shall be promptly reported by Employee to the Company). D. The Company shall pay, in accordance with its normal payroll procedures, the base salary payable to Employee under the Employment Agreement accruing prior to the Resignation Date and shall reimburse Employee for all ordinary business expenses in accordance with the Company’s business expense reimbursement policy. Employee shall submit evidence of reimbursable business expenses incurred prior to the Resignation Date within ten business days after the Resignation Date and the Company shall reimburse such business expenses within five business days after receipt of such evidence. In addition, in his final paycheck for service through the Resignation Date, Employee shall receive payment for the value of his actual accrued but unused vacation days, which such estimated amount at the date hereof represents: (i) accrued and untaken vacation for 2012 totaling 3.33 days; and (ii) accrued and untaken vacation for 2011 rolled over to 2012 totaling 1.0 days.

Severance and Other Benefits. The CompanyCOMPANY, in exchange for the promises of Employee EMPLOYEE contained below, agrees as follows: A. The Company COMPANY agrees to pay Employee EMPLOYEE the total amount of $96,666.66 600,000.00 less any legally required deductions and withholdings (the “Severance Amount”)withholdings. The Severance Amount This amount will be paid in four two separate installments. A first payment of $24,166.67400,000.00, minus any applicable deductions and withholdings, will be made on March 30, 2012, provided the Employee has executed first business day following the Supplementary Releaseexpiration of the EMPLOYEE’s revocation option set forth in Section 5(C) below. Provided that Employee has executed the Supplementary Release, a subsequent A second payment of $24,166.67200,000.00, minus applicable deductions and withholdings, will made on or before each of April 30, May 31 and June 30, 2012within ninety (90) days after the Effective Date. B. The Company agrees to pay Employee a bonus for 2011 in the amount of $72,500.00, minus payroll deductions and withholdings, provided Employee has executed the Supplementary Release, which such amount shall be paid within two (2) business days following the date that Employee executes the Supplementary Release. C. During the portion, if any, of the four eighteen-month period following the Resignation Effective Date that Employee EMPLOYEE elects to continue coverage for Employee EMPLOYEE and EmployeeEMPLOYEE’s eligible dependents under the CompanyCOMPANY’s group health and dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company COMPANY shall reimburse Employee Executive on a monthly basis for the premium costs paid by Employee EMPLOYEE in order to continue such health and/or dental coverage (the “COBRA Reimbursement”). The Company COMPANY shall provide the COBRA Reimbursement reimbursement within five days after Employee EMPLOYEE submits documentation to the Company COMPANY evidencing his monthly payments to elect applicable continuation coverage; provided, however, that Employee EMPLOYEE must submit such documentation within thirty (30) days of his applicable payments, and provided further that the Company COMPANY shall have no obligation to make the COBRA Reimbursements described above as of the date that Employee EMPLOYEE becomes eligible to participate in another entity’s health and/or dental insurance coverage, as applicable (which such eligibility shall be promptly reported by Employee EMPLOYEE to the CompanyCOMPANY). C. Upon expiration of the EMPLOYEE’s revocation option set forth in Section 5(C), the 250,000 shares of restricted stock issued to EMPLOYEE pursuant to Section 3(d)(i) of the Employment Agreement and issued in accordance with the COMPANY’s 2009 Equity Incentive Plan (the “Plan”) shall become fully vested pursuant to the terms of the Plan, and all restrictions relating to such shares under the Plan shall be released. Within five business days thereafter, COMPANY shall deliver to EMPLOYEE a certificate evidencing such shares free and clear of any restriction upon transfer; provided, however, that such shares shall continue to be subject to the transfer restrictions and reporting requirements set forth in Section 16 of the Securities Exchange Act of 1934, and any other state or federal laws applicable to the transfer of securities. D. The Company COMPANY acknowledges and agrees that EMPLOYEE shall pay, remain covered by COMPANY’S Directors and Officers Errors and Omissions Liability Insurance (the “Insurance Policy”) to the extent applicable under that Insurance Policy with regard to legal proceedings EMPLOYEE may become a party to that relate to matters occurring during the time when EMPLOYEE was employed by the COMPANY. E. COMPANY shall pay in accordance with its normal payroll procedures, the base salary payable to Employee EMPLOYEE under the Employment Agreement accruing prior to the Resignation Effective Date and shall reimburse Employee EMPLOYEE for all ordinary business expenses in accordance with the CompanyCOMPANY’s business expense reimbursement policy. Employee EMPLOYEE shall submit evidence of reimbursable business expenses incurred prior to the Resignation Effective Date within ten 10 business days after the Resignation Effective Date and the Company COMPANY shall reimburse such business expenses within five business days after receipt of such evidence. In addition, in his final paycheck for service through the Resignation Date, Employee shall receive payment for the value of his actual accrued but unused vacation days, which such estimated amount at the date hereof represents: (i) accrued and untaken vacation for 2012 totaling 3.33 days; and (ii) accrued and untaken vacation for 2011 rolled over to 2012 totaling 1.0 days.

Severance and Other Benefits. The CompanyIn accordance with Section 7(a) of the Employment Agreement and in consideration of the general release and waiver of all claims against the Company and the other Releasees (as defined below) and your other promises made in this letter agreement, and conditioned on your not revoking this letter agreement as described in exchange for the promises of Employee contained paragraph 22 below, agrees as follows:the Company shall provide you with the following severance payments and other benefits: Xxxxxxx X. Xxxxxx March 18, 2019 A. The Company agrees shall pay you salary continuation payments equal in the aggregate to pay Employee $640,376 (less any state, federal, FICA and other applicable taxes and, as set forth below in subsection B, less the total amount of $96,666.66 less any legally required deductions medical and withholdings dental insurance contributions), which reflects payment of 160% of your annual base salary for an additional one year following the Retirement Date (the “Severance AmountPeriod”). The Severance Amount will Such payments shall be paid in four separate installments. A first payment of $24,166.67, minus any applicable deductions the same manner and withholdings, will be made pursuant to the same payroll procedures that were in effect prior to the Retirement Date and shall commence no later than the Company’s next regular pay day that is at least seven (7) days after the date on March 30, 2012, provided which this letter agreement becomes effective in accordance with paragraph 22 below (the Employee has executed the Supplementary Release. Provided that Employee has executed the Supplementary Release, a subsequent payment of $24,166.67, minus applicable deductions and withholdings, will made on or before each of April 30, May 31 and June 30, 2012“Initial Payment Date”). B. The Company agrees shall continue your current medical and dental coverage for the duration of the Severance Period. Your contributions will be the same as those of a currently active participant and will automatically be withheld on a pre-tax basis from your salary continuation payments set forth in subsection A above. At the end of the Severance Period you will be eligible to pay Employee a bonus continue your coverage pursuant to COBRA for 2011 in up to an additional eighteen months at your sole expense, subject to the amount terms and conditions of $72,500.00, minus payroll deductions the Company’s medical and withholdings, provided Employee has executed the Supplementary Release, which such amount shall be paid within two (2) business days following the date that Employee executes the Supplementary Releasedental benefit plans and COBRA rules and provisions. C. During the portion, if any, of the four month period following the Resignation Date that Employee elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health and dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall reimburse Employee on a monthly basis for the premium costs paid by Employee in order to continue such health and/or dental coverage (the “COBRA Reimbursement”). The Company shall provide pay you on the COBRA Reimbursement within five days after Employee submits documentation to Initial Payment Date a lump sum payment of $10,000.00 (less any state, federal, FICA and other applicable taxes), which amount reflects the Company evidencing his monthly payments to elect applicable continuation coverage; provided, however, that Employee must submit such documentation within thirty (30) days estimated market value of his applicable payments, your life insurance and provided further that disability insurance benefits for the Company shall have no obligation to make the COBRA Reimbursements described above as duration of the date Severance Period that Employee becomes eligible will not be available to participate in another entity’s health and/or dental insurance coverage, you because of your status as applicable (which such eligibility shall be promptly reported by Employee to the Company)a terminated employee. D. The Company shall pay, in accordance provide you with its normal payroll procedures, the base salary payable to Employee one additional year of service under the Employment Agreement accruing prior to the Resignation Date and shall reimburse Employee for all ordinary business expenses in accordance with the Company’s business expense reimbursement policy. Employee shall submit evidence of reimbursable business expenses incurred prior to qualified pension plan during the Resignation Date within ten business days after the Resignation Date and the Company shall reimburse such business expenses within five business days after receipt of such evidence. In addition, in his final paycheck for service through the Resignation Date, Employee shall receive payment for the value of his actual accrued but unused vacation days, which such estimated amount at the date hereof represents: (i) accrued and untaken vacation for 2012 totaling 3.33 days; and (ii) accrued and untaken vacation for 2011 rolled over to 2012 totaling 1.0 daysSeverance Period.

Severance and Other Benefits. The Company, in exchange for the promises of Employee contained below, agrees as follows, subject to Employee’s signing and non-revocation of the Supplementary Release: A. The Company agrees to pay Employee the total amount of $96,666.66 291,000, consisting of one year’s base salary, less any legally required deductions and withholdings (the “Severance Amount”). The Severance Amount will be paid in four separate installments. A as follows, commencing the first payment month following the Resignation Date: twelve (12) months at a rate of $24,166.67, minus 24,250.00 per month. This amount shall continue to be paid in semi-monthly installments of $12,125 in accordance with the Company’s customary payroll practices and be subject to any applicable deductions and withholdings, will be made on March 30, 2012, provided the Employee has executed the Supplementary Release. Provided that Employee has executed the Supplementary Release, a subsequent payment of $24,166.67, minus applicable deductions and withholdings, will made on or before each of April 30, May 31 and June 30, 2012. B. The Company agrees will accelerate by twelve (12) months the vesting of all outstanding restricted common stock and options exercisable for common stock previously granted to pay Employee under the Company’s 2009 Equity Incentive Plan (the “Plan”), with all vested options (including accelerated options) remaining exercisable for a bonus for 2011 period of twelve (12) months following the Resignation Date. Any vested stock options not exercised during such time period and any unvested stock options and restricted shares of common stock not vesting within the acceleration period shall expire and become forfeit in accordance with terms of the amount granting documents. Exercise of $72,500.00, minus payroll deductions stock options and withholdings, provided Employee has executed the Supplementary Release, which such amount issuance of restricted stock shall be paid within two (2in accordance with the Plan, the granting documents and applicable Company policies and procedures. Notwithstanding any other provision herein, Employee shall be entitled to receive such Earned Performance Shares as and when he would be entitled to receive such Earned Performance Shares under the terms of clause 3(d) business days following of the date that Performance Shares Grant Agreement between Employee executes and the Supplementary ReleaseCompany. C. During the portion, if any, of the four twelve-month period following the Resignation Date that Employee elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health and dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall reimburse Employee on a monthly basis for the premium costs paid by Employee in order to continue such health and/or dental coverage (the “COBRA Reimbursement”). The Company shall provide the COBRA Reimbursement within five days after Employee submits documentation to the Company evidencing his monthly payments to elect applicable continuation coverage; provided, however, that Employee must submit such documentation within thirty (30) days of his applicable payments, and provided further that the Company shall have no obligation to make the COBRA Reimbursements described above as of the date that Employee becomes eligible to participate in another entity’s health and/or dental insurance coverage, as applicable (which such eligibility shall be promptly reported by Employee to the Company). D. The Company shall pay, in accordance with its normal payroll procedures, the base salary payable to Employee under the Employment Agreement accruing prior to the Resignation Date and shall reimburse Employee for all ordinary business expenses in accordance with the Company’s business expense reimbursement policy. Employee shall submit evidence of reimbursable business expenses incurred prior to the Resignation Date within ten business days after the Resignation Date and the Company shall reimburse such business expenses within five business days after receipt of such evidence. In addition, in his final paycheck for service through the Resignation Date, Employee shall receive payment for the value of his actual accrued but unused vacation days, which such estimated amount at the date hereof represents: (i) accrued and untaken vacation for 2012 totaling 3.33 days; and (ii) accrued and untaken vacation for 2011 rolled over to 2012 totaling 1.0 days.