Common use of Severance and Other Payments Clause in Contracts

Severance and Other Payments. (a) In the event that the Executive's employment is terminated at any time pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees to pay the Executive a lump-sum cash payment equal to twice his then current annual base salary (the two year period following the end of the Term, the "Severance Period"), and the Company shall have no further obligations to the Executive. Prior to and as a precondition to the payment of such amount, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form attached hereto as Exhibit A, and provide the Director Resignation (as defined below). Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of termination of the Executive's employment, no payment shall be due. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c), or if the Executive voluntarily leaves the employment of the Company (other than as provided in Section 6), the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's termination, except as otherwise provided in Section 7(b), and the Company shall have no further obligations to the Executive. Executive agrees that upon the termination of his employment with the Company he shall immediately resign his positions, if any, as a director of the Company and each of its subsidiaries (the "Director Resignation"). (b) In the event that the Executive makes an election to terminate his employment pursuant to the terms of Section 6, and the Company does not cure such termination pursuant to the terms of the second sentence of Section 6, if applicable, the Executive shall be entitled to receive from the Company a lump-sum cash payment equal to twice his then current annual base salary (the "Severance Payment"), and the Company shall have no further obligation to the Executive. Prior to and as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignation. (c) In the event that payments pursuant to Section 7 of this Agreement are subject to Section 409A of the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto.

Severance and Other Payments. (a) In the event that the Executive's employment is terminated at any time by either of the Companies pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees Companies collectively agree to pay to the Executive as aggregate compensation: (i) a lump-sum cash payment equal to twice his then current annual base salary (the two "Severance Payment"); (ii) monthly COBRA payments of any health-related benefits (medical, dental, and vision) as are then in effect for either a 12-month period following termination or until the Executive obtains or is eligible for coverage through a subsequent employer, whichever is earlier; (iii) any bonus payment that Executive may be entitled to pursuant to any bonus plans as are then-in-effect; and (iv) a car (not living) allowance, as provided pursuant to Section 4(b), for a one year period following the end of the Term, the "Severance Period"), and the Company shall have no further obligations to the Executiveafter termination. Prior to to, and as a precondition to the payment of such amountthe Severance Payment, the Executive shall deliver to each of the Company Companies a general release of each of the CompanyCompanies, its their subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assignsassigns (but excluding a release of each of the Companies' continuing obligations under this Agreement and/or pursuant to its continuing indemnification obligations to Executive under their charters, bylaws, resolutions of each of the Board of Directors and under applicable insurance policies), in a form acceptable to each of the form attached hereto as Exhibit A, Companies and provide the a Director Resignation (as defined below), if applicable. The Severance Payment and bonus payment referred to in Section 7(a)(iii) shall be made on the date no later than ten (10) business days following the delivery by the Executive of the general release described in the previous sentence referred to above and the Director ResignationResignation (if applicable), and if the general said release and the Director Resignation is are not so delivered within sixty (60) days of termination of the Executive's employment, no payment receipt of said release (which release shall be duedelivered promptly to Executive following his termination of employment), then the Executive shall not be entitled to receive any Severance Payment or other benefits described herein. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c)) above, or if the Executive voluntarily leaves the employment of each of the Company Companies (other than as provided for a reason set forth in Section 66(a) above), the Executive shall not be eligible or entitled to, and neither of the Company Companies shall not be obligated to make, any payment following the Executive's termination, including the Severance Payment, except as otherwise provided in Section 5 or Section 7(b), and each of the Company Companies shall have no further obligations to the ExecutiveExecutive including the obligation for a car allowance. Executive agrees that that, upon the termination of his employment with each of the Company Companies, he shall immediately resign his positions, if any, as a an officer and director of each of the Company Companies and each of its subsidiaries (the "Director Resignation"). (b) In the event that the Executive makes an election to terminate terminates his employment pursuant to the terms of Section 66(a), and either of the Company Companies does not cure such termination pursuant timely the situation as provided in Section 6(a) under which the Executive has elected to the terms of the second sentence of Section 6terminate his employment, if applicable, then the Executive shall be entitled to receive from such Company or Companies the Company a lump-sum cash payment equal to twice his then current annual base salary (same payments and benefits as provided for in the "Severance Payment")first sentence of Section 7(a) above, and the Company shall have no further obligation subject to the same terms and conditions set forth for the receipt of such payments and benefits as provided for in Section 7(a) above. c) The Executive. Prior 's entitlement to and as a precondition to the payment of the Severance Payment and other payments listed in the first sentence of Section 7(a) (except for COBRA payments as provided therein), described in Sections 7(a) and 7(b) above, shall not be impacted or otherwise effected by other employment the Executive may obtain and the Executive shall deliver be under no obligation to the Company a general release of the Company, its subsidiaries seek other employment in order to receive such Severance Payment and affiliates, and each of their officers, directors, employees, agents, successors and assigns, other payments listed in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10) business days following the delivery by Executive first sentence of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director ResignationSection 7(a). (c) In the event that payments pursuant to Section 7 of this Agreement are subject to Section 409A of the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto.

Severance and Other Payments. (a) In the event that the Executive's employment is terminated at any time by either of the Companies pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees Companies collectively agree to pay to the Executive as aggregate compensation: (i) a lump-sum cash payment equal to twice his her then current annual base salary (the two "Severance Payment"); (ii) monthly COBRA payments of any health-related benefits (medical, dental, and vision) as are then in effect for either a 12-month period following termination or until the Executive obtains or is eligible for coverage through a subsequent employer, whichever is earlier; (iii) any bonus payment that Executive may be entitled to pursuant to any bonus plans as are then-in-effect; and (iv) a car allowance, as provided pursuant to Section 4(b), for a one year period following the end of the Term, the "Severance Period"), and the Company shall have no further obligations to the Executiveafter termination. Prior to to, and as a precondition to the payment of such amountthe Severance Payment, the Executive shall deliver to each of the Company Companies a general release of each of the CompanyCompanies, its their subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assignsassigns (but excluding a release of each of the Companies' continuing obligations under this Agreement and/or pursuant to its continuing indemnification obligations to Executive under their charters, bylaws, resolutions of each of the Board of Directors and under applicable insurance policies), in a form acceptable to each of the form attached hereto as Exhibit A, Companies and provide the a Director Resignation (as defined below), if applicable. The Severance Payment and bonus payment referred to in Section 7(a)(iii) shall be made on the date no later than ten (10) business days following the delivery by the Executive of the general release described in the previous sentence referred to above and the Director ResignationResignation (if applicable), and if the general said release and the Director Resignation is are not so delivered within sixty (60) days of the termination of the Executive's employment, no payment then the Executive shall not be dueentitled to receive any Severance Payment or other benefits described herein. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c)) above, or if the Executive voluntarily leaves the employment of each of the Company Companies (other than as provided for a reason set forth in Section 66(a) above), the Executive shall not be eligible or entitled to, and neither of the Company Companies shall not be obligated to make, any payment following the Executive's termination, including the Severance Payment, except as otherwise provided in Section 5 or Section 7(b), and each of the Company Companies shall have no further obligations to the ExecutiveExecutive including the obligation for a car allowance. Executive agrees that that, upon the termination of his her employment with each of the Company he Companies, she shall immediately resign his her positions, if any, as a an officer and director of each of the Company Companies and each of its subsidiaries (the "Director Resignation"). (b) In the event that the Executive makes an election to terminate his terminates her employment pursuant to the terms of Section 66(a), and either of the Company Companies does not cure such termination pursuant timely the situation as provided in Section 6(a) under which the Executive has elected to the terms of the second sentence of Section 6terminate her employment, if applicable, then the Executive shall be entitled to receive from such Company or Companies the Company a lump-sum cash payment equal to twice his then current annual base salary (same payments and benefits as provided for in the "Severance Payment")first sentence of Section 7(a) above, and the Company shall have no further obligation subject to the Executive. Prior to same terms and conditions set forth for the receipt of such payments and benefits as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, provided for in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10Section 7(a) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignationabove. (c) In The Executive's entitlement to the event that Severance Payment and other payments pursuant to listed in the first sentence of Section 7 of this Agreement are subject to Section 409A of 7(a) (except for COBRA payments as provided therein), described in Sections 7(a) and 7(b) above, shall not be impacted or otherwise effected by other employment the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury Executive may obtain and the Internal Revenue Service with respect theretoExecutive shall be under no obligation to seek other employment in order to receive such Severance Payment and other payments listed in the first sentence of Section 7(a).

Severance and Other Payments. (a) In the event that the Executive's ’s employment is terminated at any time pursuant to Section 5(d) of this Agreement, by the Company Without Cause (which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b1), the Company agrees to pay the Executive Executive: (i) a lump-sum cash payment equal to twice twelve months of his then current annual monthly base salary (the two year period following the end of the Term, the "“Severance Period"), Payment”) and the Company shall have no further obligations (ii) any bonus payment that Executive may be entitled to the Executivepursuant to any bonus plans as are then-in-effect and due. Prior to to, and as a precondition to the payment of such amountany of the foregoing, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliatesCompany Group, and each of their officers, directors, employees, agents, successors and assignsassigns (but excluding a release of the Company’s continuing obligations under this Agreement and/or pursuant to its continuing indemnification obligations to Executive under its charters, bylaws, resolutions of the Board and under applicable insurance policies), in a form acceptable to the form attached hereto as Exhibit A, Company and provide the Director Resignation (as defined comply with Section 5.4 below). The Severance Payment and bonus payment shall be made on the date no later than ten (10) business days following the delivery by the Executive of the general release described in the previous sentence referred to above and the Director Resignation, and if the general resignation required by Section 5.4. If said release and the Director Resignation is resignation are not so delivered within sixty (60) days of the termination of the Executive's ’s employment, no payment then the Executive shall not be dueentitled to receive any of the payments/benefits described herein. In all other instances, including termination of the Executive's ’s employment for Cause, termination pursuant to Sections 5(b) Death of the Executive, or 5(c)Disability of the Executive, or if the Executive voluntarily leaves the employment of the Company (other than as provided in Section 6)Company, the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's ’s termination, including the Severance Payment or the bonus payment, except as otherwise provided in Section 7(b)this Agreement, and the Company shall have no further obligations to the Executive. Executive agrees that upon the termination of his employment with the Company he shall immediately resign his positions, if any, as a director of the Company and each of its subsidiaries (the "Director Resignation"). (b) In the event that the Executive makes an election to terminate terminates his employment pursuant to the terms of Section 65.2(a), and the Company does not cure such termination pursuant timely the situation under which the Executive has elected to the terms of the second sentence of Section 6terminate his employment, if applicable, then the Executive shall be entitled to receive from the Company a lump-sum cash payment equal to twice his then current annual base salary (the "Severance Payment")same payments and benefits as provided for in the first section of Section 5.3(a) above, and the Company shall have no further obligation subject to the Executive. Prior to same terms and conditions set forth for the receipt of such payments and benefits as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, provided for in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10Section 5.3(a) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignationabove. (c) In The Executive’s entitlement to the event that Severance Payment and other payments pursuant to listed in the first sentence of Section 7 of this Agreement are subject to Section 409A of 5.3(a), described in Sections 5.3(a) and 5.3(b) above, shall not be impacted or otherwise effected by other employment the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury Executive may obtain and the Internal Revenue Service with respect theretoExecutive shall be under no obligation to seek other employment in order to receive such Severance Payment and other payments listed in the first sentence of Section 5.3(a).

Severance and Other Payments. (a) In the event that the Executive's employment is terminated at any time pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees to pay the Executive a lump-sum cash payment (the "Severance Payment") equal to twice his then current annual base salary for two years (the two year period following the end of the Termsuch period, the "Severance Period"), and the Company shall have no further obligations to the Executive. Prior to and as a precondition to the payment of such amount, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form attached hereto as Exhibit A, A and provide the Director Resignation (as defined below), if applicable. Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of termination of the Executive's employment, no payment shall be due. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c), or if the Executive voluntarily leaves the employment of the Company (other than as provided in Section 6)Company, the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's termination, except as otherwise provided in Section 7(b), and the Company shall have no further obligations to the Executive. Executive agrees that upon the termination of his employment with the Company he shall immediately resign his positions, if any, as a director of the Company and each of its subsidiaries (the "Director Resignation"). (b) In the event that the Executive makes an election to terminate his employment pursuant to the terms of Section 6, and the Company does not cure such termination pursuant to the terms of the second or third sentence of Section 6, if applicable, the Executive shall be entitled to receive from the Company a lump-sum cash payment equal to twice his then current annual base salary (the "Severance Payment"), and the Company shall have no further obligation to the Executive. Prior to and as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form as attached hereto as Exhibit A, and provide the Director Resignation, if applicable. The Severance Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignation. (c) In the event that payments pursuant to Section 7 of this Agreement are subject to Section 409A of the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto.

Severance and Other Payments. (a) In the event that the Executive's ’s employment is terminated at any time by the Company pursuant to Section 5(d) of this Agreement, which termination shall include the giving of thirty (30) days prior written notice not to extend the Term pursuant to Section 1(b), the Company agrees to pay to the Executive as aggregate compensation: (i) a lump-sum cash payment equal to twice one (1) year of his then current annual base salary (the two year “Severance Payment”); (ii) monthly COBRA payments of any health-related benefits (medical, dental, and vision) as are then in effect for a 12-month period following termination or until the end of the TermExecutive obtains or is eligible for coverage through a subsequent employer, the "Severance Period")whichever is earlier; (iii) any bonus payment that Executive may be entitled to pursuant to any bonus plans as are then-in-effect, and the Company shall have no further obligations (iv) all expenses incurred by Executive and payable pursuant to the ExecutiveSection 8 of this Agreement. Prior to to, and as a precondition to the payment of such amountthe Severance Payment, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their its officers, directors, employees, agents, successors and assignsassigns (but excluding a release of the Company’s continuing obligations under this Agreement and/or pursuant to its continuing indemnification obligations to Executive under its charters, bylaws, resolutions of the Board of Directors and under applicable insurance policies), in a form acceptable to the form attached hereto as Exhibit A, Company and provide the a Director Resignation (as defined below), if applicable. The Severance Payment referred to in Section 7(a)(i) and bonus payment referred to in Section 7(a)(iii) shall be made on the date no later than ten (10) business days following the delivery by the Executive of the general release described in the previous sentence referred to above and the Director ResignationResignation (if applicable), and provided that if the general bonus payment cannot be calculated at that time, it will be paid within ten (10) business days of the date the calculation is known. If said release and the Director Resignation is are not so delivered within sixty (60) days of the termination of the Executive's ’s employment, no payment then the Executive shall not be dueentitled to receive any Severance Payment or other benefits described herein. In all other instances, including termination of the Executive's ’s employment for Cause, termination pursuant to Sections 5(b) or 5(c)) above, or if the Executive voluntarily leaves the employment of the Company (other than as provided for a reason set forth in Section 66(a) above), the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's ’s termination, including the Severance Payment, except as otherwise provided in Section 5 or Section 7(b), and the Company shall have no further obligations to the Executive. Executive agrees that that, upon the termination of his employment with the Company Company, he shall immediately resign his positions, if any, as a an officer and director of the Company and each of its subsidiaries (the "“Director Resignation"”). (b) In the event that the Executive makes an election to terminate terminates his employment pursuant to the terms of Section 66(a), and the Company does not cure such termination pursuant timely the situation as provided in Section 6(a) under which the Executive has elected to the terms of the second sentence of Section 6terminate his employment, if applicable, then the Executive shall be entitled to receive from the Company a lump-sum cash payment equal to twice his then current annual base salary (the "Severance Payment")same payments and benefits as provided for in the first sentence of Section 7(a) above, and the Company shall have no further obligation subject to the Executive. Prior to same terms and conditions set forth for the receipt of such payments and benefits as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, provided for in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10Section 7(a) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignationabove. (c) In The Executive’s entitlement to the Severance Payment and other payments listed in the first sentence of Section 7(a) (except for COBRA payments as provided therein), described in Sections 7(a) and 7(b) above, shall not be impacted or otherwise effected by other employment the Executive may obtain. The Executive shall be under no obligation to seek other employment in order to receive such Severance Payment and other payments listed in the first sentence of Section 7(a). (d) Notwithstanding the foregoing, Executive agrees that in the event that payments pursuant to Section 7 all or a portion of any payment described in Subparagraphs (a) and (b) of this Agreement are subject Paragraph 7 constitutes nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment or payments shall not be made prior to the date which is six months after the date the Employee separates from service (within the meaning of Section 409A of the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto).

Severance and Other Payments. (a) In the event that the Executive's ’s employment is terminated at any time by the Company pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees to pay to the Executive as aggregate compensation: (i) a lump-sum cash payment equal to twice the greater of the balance of his base salary due for the remaining term of his contract, or one (1) year of his then current annual base salary (the two year “Severance Payment”); (ii) monthly COBRA payments of any health-related benefits (medical, dental, and vision) as are then in effect for either the remaining term of his contract or a 12-month period, whichever is greater (but under no circumstances for longer than the period during which Executive is eligible for COBRA), following termination or until the end Executive obtains or is eligible for coverage through a subsequent employer, whichever is earlier; and (iii) a bonus payment equal to the cash portion of the Term, the "Severance Period"most recent bonus paid to Executive. If Executive has never received a bonus prior to termination pursuant to Section 5(d), and or if the Company most recent bonus amount is equal to zero (0), Executive shall have no further obligations to the Executivenot receive a bonus payment under this Section 7(a). Prior to to, and as a precondition to the payment of such amountthe Severance Payment, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their its officers, directors, employees, agents, successors and assignsassigns (but excluding a release of the Company’s continuing obligations under this Agreement and/or pursuant to its continuing indemnification obligations to Executive under its charters, bylaws, resolutions of the Board of Directors and under applicable insurance policies), in a form acceptable to the form attached hereto as Exhibit A, Company and provide the a Director Resignation (as defined below), if applicable. The Severance Payment and bonus payment referred to in Section 7(a) (iii) shall be made on the date no later than ten (10) business days following the delivery by the Executive of the general release described in the previous sentence referred to above and the Director ResignationResignation (if applicable), and if the general said release and the Director Resignation is are not so delivered within sixty (60) days of the termination of the Executive's ’s employment, no payment then the Executive shall not be dueentitled to receive any Severance Payment or other benefits described herein. In all other instances, including termination of the Executive's ’s employment for Cause, termination pursuant to Sections 5(b) or 5(c)) above, or if the Executive voluntarily leaves the employment of the Company (other than as provided for a reason set forth in Section 66(a) above), the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's ’s termination, including the Severance Payment, except as otherwise provided in Section 5 or Section 7(b), and the Company shall have no further obligations to the Executive. Executive agrees that that, upon the termination of his employment with the Company Company, he shall immediately resign his positions, if any, as a an officer and director of the Company and each of its subsidiaries (the "“Director Resignation"”). (b) In the event that the Executive makes an election to terminate terminates his employment pursuant to the terms of Section 66(a), and the Company does not cure such termination pursuant timely the situation as provided in Section 6(a) under which the Executive has elected to the terms of the second sentence of Section 6terminate his employment, if applicable, then the Executive shall be entitled to receive from the Company a lump-sum cash payment equal to twice his then current annual base salary (the "Severance Payment")same payments and benefits as provided for in the first sentence of Section 7(a) above, and the Company shall have no further obligation subject to the Executive. Prior to same terms and conditions set forth for the receipt of such payments and benefits as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, provided for in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10Section 7(a) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignationabove. (c) In The Executive’s entitlement to the Severance Payment and other payments listed in the first sentence of Section 7(a) (except for COBRA payments as provided therein), described in Sections 7(a) and 7(b) above, shall not be impacted or otherwise effected by other employment the Executive may obtain and the Executive shall be under no obligation to seek other employment in order to receive such Severance Payment and other payments listed in the first sentence of Section 7(a). (d) Notwithstanding the foregoing, Executive agrees that in the event that payments pursuant to Section 7 all or a portion of any payment described in Subparagraphs (a) and (b) of this Agreement are subject Paragraph 7 constitutes nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment or payments shall not be made prior to the date which is six months after the date the Employee separates from service (within the meaning of Section 409A of the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto).

Severance and Other Payments. (a) In the event that the Executive's employment is terminated at any time by either of the Companies pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees Companies collectively agree to pay to the Executive as aggregate compensation: (i) a lump-sum cash payment equal to twice his then current annual base salary (the two "Severance Payment"); (ii) monthly COBRA payments of any health-related benefits (medical, dental, and vision) as are then in effect for either a 12-month period following termination or until the Executive obtains or is eligible for coverage through a subsequent employer, whichever is earlier; (iii) any bonus payment that Executive may be entitled to pursuant to any bonus plans as are then-in-effect; and (iv) a car (not living) allowance, as provided pursuant to Section 4(b), for a one year period following the end of the Term, the "Severance Period"), and the Company shall have no further obligations to the Executiveafter termination. Prior to to, and as a precondition to the payment of such amountthe Severance Payment, the Executive shall deliver to each of the Company Companies a general release of each of the CompanyCompanies, its their subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assignsassigns (but excluding a release of each of the Companies' continuing obligations under this Agreement and/or pursuant to its continuing indemnification obligations to Executive under their charters, bylaws, resolutions of each of the Board of Directors and under applicable insurance policies), in a form acceptable to each of the form attached hereto as Exhibit A, Companies and provide the a Director Resignation (as defined below), if applicable. The Severance Payment and bonus payment referred to in Section 7(a)(iii) shall be made on the date no later than ten (10) business days following the delivery by the Executive of the general release described in the previous sentence referred to above and the Director ResignationResignation (if applicable), and if the general said release and the Director Resignation is are not so delivered within sixty (60) days of termination of the Executive's employment, no payment receipt of said release (which release shall be duedelivered promptly to Executive following his termination of employment), then the Executive shall not be entitled to receive any Severance Payment or other benefits described herein. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c)) above, or if the Executive voluntarily leaves the employment of each of the Company Companies (other than as provided for a reason set forth in Section 66(a) above), the Executive shall not be eligible or entitled to, and neither of the Company Companies shall not be obligated to make, any payment following the Executive's termination, including the Severance Payment, except as otherwise provided in Section 5 or Section 7(b), and each of the Company Companies shall have no further obligations to the ExecutiveExecutive including the obligation for a car allowance. Executive agrees that that, upon the termination of his employment with each of the Company Companies, he shall immediately resign his positions, if any, as a an officer and director of each of the Company Companies and each of its subsidiaries (the "Director Resignation"). (b) In the event that the Executive makes an election to terminate terminates his employment pursuant to the terms of Section 66(a), and either of the Company Companies does not cure such termination pursuant timely the situation as provided in Section 6(a) under which the Executive has elected to the terms of the second sentence of Section 6terminate his employment, if applicable, then the Executive shall be entitled to receive from such Company or Companies the Company a lump-sum cash payment equal to twice his then current annual base salary (same payments and benefits as provided for in the "Severance Payment")first sentence of Section 7(a) above, and the Company shall have no further obligation subject to the Executive. Prior to same terms and conditions set forth for the receipt of such payments and benefits as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, provided for in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10Section 7(a) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignationabove. (c) In The Executive's entitlement to the event that Severance Payment and other payments pursuant to listed in the first sentence of Section 7 of this Agreement are subject to Section 409A of 7(a) (except for COBRA payments as provided therein), described in Sections 7(a) and 7(b) above, shall not be impacted or otherwise effected by other employment the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury Executive may obtain and the Internal Revenue Service with respect theretoExecutive shall be under no obligation to seek other employment in order to receive such Severance Payment and other payments listed in the first sentence of Section 7(a).