Common use of Severance Benefits Not in Connection with a Change in Control Clause in Contracts

Severance Benefits Not in Connection with a Change in Control. If a Qualifying Non-CIC Termination of the Executive occurs, and provided that the Executive executes and does not revoke the Release and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Service, the Executive will be entitled to receive from the Company the following payments and benefits: (a) an amount equal to one (1) times the sum of (i) the Executive’s Base Salary immediately prior to the Qualifying Non-CIC Termination and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (b) a pro-rata bonus for the year of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if any, the Executive would have been paid for such year absent such termination, but determined without respect to any discretionary component and the non-discretionary components shall be reweighted proportionally, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums that the Executive and the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for twelve (12) months, payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan; and (e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.

Severance Benefits Not in Connection with a Change in Control. If (a) In the event the Executive experiences a Qualifying Non-CIC Termination Event that occurs outside of the Executive occursProtection Period, and provided that then the Executive executes and does not revoke Company shall: (i) pay the Release and such Release becomes effective Executive, on the sixtieth (without having been revoked60th) by the 60th day following the Executive’s Separation from ServiceDate of Termination (or the first business day thereafter if the sixtieth day is not a business day), the Executive will be entitled to receive from the Company the following payments and benefits:Accrued Payments; (aii) an amount contingent upon the Executive satisfying the Severance Conditions, pay the Executive, on the sixtieth (60th) day following the Date of Termination (or the first business day thereafter if the sixtieth day is not a business day), a lump sum payment equal to one (1) times the sum of (i) an amount equivalent to Base Salary, plus (ii) an amount equivalent to the Executive’s Base Salary immediately prior Historic Bonus Amount; (iii) contingent upon the Executive satisfying the Severance Conditions, on the sixtieth (60th) day following the Date of Termination (or the first business day thereafter if the sixtieth day is not a business day), and notwithstanding anything to the Qualifying Noncontrary in the LTIP or in an individual LTIP award agreement, accelerate the vesting of all outstanding equity-CIC based compensation awards that the Executive holds at the time of the Termination Event under the LTIP. All outstanding equity-based compensation awards that were designed to vest upon the satisfaction of performance criteria shall vest using actual levels of performance at the end of the applicable performance period; (iv) contingent upon the Executive satisfying the Severance Conditions, provide the Executive (and his or her spouse and eligible dependents) with continued medical, dental and vision coverage until the earlier of (A) the end of the twelve (12) month period beginning on the Date of Termination, or (B) until the Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer (to be provided as set forth in Section 7(a) below); and (v) contingent upon the Executive satisfying the Severance Conditions, for the twelve (12) month period beginning on the Date of Termination, or until Executive begins other full time employment with a new employer, whichever occurs first, Executive shall be entitled to receive outplacement services that are directly related to Executive’s termination of employment and are actually provided by an outplacement services firm, paid for or reimbursed by the Company, with a nationally prominent executive outplacement service firm selected by the Company and reasonably acceptable to Executive. For purposes of clarity, the obligation of the Company to provide any portion of the payments or benefits due under Sections 3(a)(ii), (iii), (iv), or (v) of this Agreement shall be expressly conditioned on the Executive satisfying the Severance Conditions. If Executive does not fulfill the Severance Conditions then (i) the Company shall immediately cease the provision of any payments or benefits made under this Section 3, other than the Accrued Payments, and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required Executive shall promptly pay to comply with Section 409A of the Code; (b) a pro-rata bonus for the year of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if any, the Executive would have been paid for such year absent such termination, but determined without respect to any discretionary component and the non-discretionary components shall be reweighted proportionally, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums that value of any payments or benefits Executive has previously received under this Section 3, other than the Executive and the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for twelve (12) months, payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan; and (e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive PlanAccrued Payments.

Severance Benefits Not in Connection with a Change in Control. If a Qualifying Non-CIC Termination of If, during the Executive occursTerm, and provided that the Executive executes and does not revoke the Release and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his or her employment for Good Reason, subject to the Executive signing a separation and release agreement in substantially the form attached hereto as Exhibit I (the “Separation from ServiceAgreement and Release”), and the Separation Agreement and Release becoming irrevocable, all within 60 days after the earlier of (i) the Date of Termination or (ii) the date the Executive is provided with the Separation Agreement and Release (the “60-day Period”), the Executive will shall be entitled to receive from the Company the following payments and benefitsfollowing: (a) an The Company shall pay the Executive a severance amount equal to one (1) times the sum of (i) the Executive’s Base Salary immediately prior to then current annual base salary (the Qualifying Non-CIC Termination “Current Base”) and (ii) the higher of (A) the Executive’s target bonus Target Variable Cash Compensation or (B) the amount under of variable cash compensation (i.e., annual cash bonus) paid to the Bonus Plan Executive for the fiscal year that ended immediately prior to the Date of terminationTermination. Such amount shall be paid in a lump sum in cash on the next regularly-scheduled payroll date following the date that the Separation Agreement and Release becomes irrevocable and in any event during the 60-day Period; provided, however, that if the 60-day Period begins in one calendar year and ends in a second calendar year and the lump sum amount would have been payable during the first calendar year based on the foregoing, the severance amount shall instead be paid on the first regularly-scheduled payroll date in substantially equal bithe second calendar year and no later than the last day of the 60-weekly installments day Period. (b) On the date the Separation Agreement and Release becomes irrevocable, the Executive shall become vested in that portion of all of his or her then outstanding unvested equity awards with time-based vesting that would have become vested within the 12-month period following the Date of Termination, and notwithstanding the terms of the existing equity award agreements, the forfeiture of such portion of the equity awards shall be delayed until the end of the 60-day Period. Shares of the Company’s common stock underlying any such vested restricted stock units with time-based vesting shall be issued to the Executive upon the Separation Agreement and Release becoming irrevocable in accordance with the foregoing (it being understood that the Executive shall have no rights with respect to such shares of common stock unless and until they are issued to the Executive). (c) For a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his or her eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive shall be responsible for such tax obligation and the Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the Executive after the Executive’s Date of Termination. After the Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage and is eligible therefor, the Executive will be required to pay all requisite premiums for such continued coverage. (d) The Company shall provide executive-level outplacement assistance to the Executive for a period of twelve 12 months following the Date of Termination. (12e) monthsIf, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A Date of the Code; (b) a pro-rata bonus for the year of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if anyTermination, the Executive would have been paid is currently enrolled for such year absent such terminationfinancial management services with Ayco, but determined without respect to any discretionary component and or a similar financial management service provider previously approved by the non-discretionary components shall be reweighted proportionallyCompany, payable on the latest of (i) the date on which the Company pays bonuses for shall provide continued financial management services at the then current level of benefit being provided by Ayco or such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums that the Executive and the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for twelve (12) months, payable in substantially equal biother previously-weekly installments approved financial management service provider for a period of twelve (12) months12 months following the Date of Termination. For the avoidance of doubt, beginning on if the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A business of the Code; andCompany as to which the Executive’s employment then relates is sold or spun off and the Executive continues employment with the successor entity or one of its affiliates, the Executive shall not be deemed to incur a termination of employment, or be entitled to any benefits, under this Section 2 solely as a result of such sale or spin-off (it being understood that if such transaction constitutes a Change in Control, then the Executive shall be eligible to receive severance payments and benefits under and in accordance with the terms and conditions of Section 3 below). Notwithstanding the foregoing, if the Executive becomes eligible to receive severance payments and benefits under Section 3 below (the Change in Control Severance Benefits), the Executive shall not be eligible to receive severance payments or benefits under Section 2 of this Agreement. (df) any equity award subject to time-based vesting granted Notwithstanding anything in the foregoing to the Executive that is outstanding immediately prior to, but has not vested as ofcontrary, the date Company may modify the Separation Agreement and Release (i) to substitute a consideration period of such Qualifying Nonforty-CIC Termination shall remain subject to five (45) days for the provisions consideration period in Section 6 of the Separation Agreement and Release; (ii) make changes that the Company determines to be necessary or appropriate based on changes in applicable award agreement and the Equity Incentive Planlaw; and or (eiii) any equity award subject to performancemake non-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Planmaterial revisions.

Severance Benefits Not in Connection with a Change in Control. If a Qualifying Non-CIC Termination of If, during the Executive occursTerm, and provided that the Executive executes and does not revoke the Release and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Serviceemployment is terminated by the Company for any reason other than for Cause, Disability or death, subject to the Executive’s continued compliance with Section 6 hereof, the Executive will signing a separation and release agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”), and the Separation Agreement and Release becoming irrevocable, all within 60 days after the earlier of (i) the Date of Termination or (ii) the date the Executive is provided with the Separation Agreement and Release (the “60-day Period”), the Executive shall be entitled to receive from the Company the following payments and benefitsfollowing: (a) an amount equal The Company shall continue to one (1) times pay to the sum of (i) Executive the Executive’s Base Salary then current base salary for a period of six (6) months thereafter, in accordance with the Company’s regularly established payroll procedures. (b) If the Executive was participating in the Company’s group health plan immediately prior to the Qualifying Non-CIC Date of Termination and (ii) elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 6 months or the Executive’s target bonus amount under the Bonus Plan for the year of terminationCOBRA health continuation period, payable whichever ends earlier, in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (b) a pro-rata bonus for the year of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if any, the Executive would have been paid for such year absent such termination, but determined without respect to any discretionary component and the non-discretionary components shall be reweighted proportionally, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums monthly employer contribution that the Executive and the Executive’s eligible dependents Company would be required have made to pay for continued coverage under the Company’s group provide health plans pursuant to COBRA for twelve (12) months, payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and (d) any equity award subject to time-based vesting granted insurance to the Executive if the Executive had remained employed by the Company. (c) The amounts payable under this Section 2 shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that is outstanding immediately prior toif the 60-day period begins in one calendar year and ends in a second calendar year, but has not vested as of, such payment shall be paid in the date second calendar year by the last day of such Qualifying Non60-CIC Termination day period; provided, further, that the initial payment shall remain subject include a catch-up payment to cover amounts retroactive to the provisions day immediately following the Date of the applicable award agreement and the Equity Incentive Plan; and (e) any equity award subject Termination. Each payment pursuant to performance-based vesting granted this Section 2 is intended to the Executive that is outstanding immediately prior to, but has not vested as of, the date constitute a separate payment for purposes of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive PlanTreasury Regulation Section 1.409A-2(b)(2).

Severance Benefits Not in Connection with a Change in Control. If a Qualifying Non-CIC Termination of If, during the Executive occursTerm, and provided that the Executive executes and does not revoke the Release and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his or her employment for Good Reason, subject to the Executive signing a separation and release agreement in substantially the form attached hereto as Exhibit I (the “Separation from ServiceAgreement and Release”), and the Separation Agreement and Release becoming irrevocable, all within 60 days after the earlier of (i) the Date of Termination or (ii) the date the Executive is provided with the Separation Agreement and Release (the “60-day Period”), the Executive will shall be entitled to receive from the Company the following payments and benefitsfollowing: (a) an The Company shall pay the Executive a severance amount equal to one (1) times the sum of (i) the Executive’s Base Salary immediately prior to then current annual base salary (the Qualifying Non-CIC Termination “Current Base”) and (ii) the higher of (A) % of the Current Base or (B) the amount of variable cash compensation (i.e., annual cash bonus) paid to the Executive for the fiscal year that ended immediately prior to the Date of Termination. Such amount shall be paid in a lump sum in cash on the next regularly-scheduled payroll date following the date that the Separation Agreement and Release becomes irrevocable and in any event during the 60-day Period; provided, however, that if the 60-day Period begins in one calendar year and ends in a second calendar year and the lump sum amount would have been payable during the first calendar year based on the foregoing, the severance amount shall instead be paid on the first regularly-scheduled payroll date in the second calendar year and no later than the last day of the 60-day Period. (b) On the date the Separation Agreement and Release becomes irrevocable, the Executive shall become vested in that portion of all of his or her then outstanding unvested equity awards with time-based vesting that would have become vested within the 12-month period following the Date of Termination, and notwithstanding the terms of the existing equity award agreements, the forfeiture of such portion of the equity awards shall be delayed until the end of the 60-day Period. Shares of the Company’s common stock underlying any such vested restricted stock units with time-based vesting shall be issued to the Executive upon the Separation Agreement and Release becoming irrevocable in accordance with the foregoing (it being understood that the Executive shall have no rights with respect to such shares of common stock unless and until they are issued to the Executive). (c) For a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his or her eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive shall be responsible for such tax obligation and the Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the Executive after the Executive’s target bonus amount under Date of Termination. After the Bonus Plan Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage and is eligible therefor, the Executive will be required to pay all requisite premiums for such continued coverage. (d) The Company shall provide executive-level outplacement assistance to the year of termination, payable in substantially equal bi-weekly installments Executive for a period of twelve (12) months12 months following the Date of Termination. For the avoidance of doubt, beginning on if the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A business of the Code; (b) a pro-rata bonus for Company as to which the year Executive’s employment then relates is sold or spun off and the Executive continues employment with the successor entity or one of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if anyits affiliates, the Executive would have been paid for such year absent such terminationshall not be deemed to incur a termination of employment, but determined without respect or be entitled to any discretionary component and benefits, under this Section 2 solely as a result of such sale or spin-off (it being understood that if such transaction constitutes a Change in Control, then the non-discretionary components Executive shall be reweighted proportionallyeligible to receive severance payments and benefits under and in accordance with the terms and conditions of Section 3 below). Notwithstanding the foregoing, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums that if the Executive becomes eligible to receive severance payments and benefits under Section 3 below (the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for twelve (12) monthsChange in Control Severance Benefits), payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has shall not vested as of, the date be eligible to receive severance payments or benefits under Section 2 of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan; andthis Agreement. (e) any equity award subject to performance-based vesting granted Notwithstanding anything in the foregoing to the Executive that is outstanding immediately prior to, but has not vested as ofcontrary, the date Company may modify the Separation Agreement and Release (i) to substitute a consideration period of such Qualifying Nonforty-CIC Termination shall remain subject to five (45) days for the provisions consideration period in Section 6 of the Separation Agreement and Release; (ii) make changes that the Company determines to be necessary or appropriate based on changes in applicable award agreement and the Equity Incentive Planlaw; or (iii) to make non-material revisions.

Severance Benefits Not in Connection with a Change in Control. If a Qualifying Non-CIC Termination of If, during the Executive occursTerm, and provided that the Executive executes and does not revoke the Release and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his or her employment for Good Reason, subject to the Executive signing a separation and release agreement in substantially the form attached hereto as Exhibit I (the “Separation from ServiceAgreement and Release”), and the Separation Agreement and Release becoming irrevocable, all within 60 days after the earlier of (i) the Date of Termination or (ii) the date the Executive is provided with the Separation Agreement and Release (the “60-day Period”), the Executive will shall be entitled to receive from the Company the following payments and benefitsfollowing: (a) an The Company shall pay the Executive a severance amount equal to one (1) times the sum of (i) the Executive’s Base Salary immediately prior to then current annual base salary (the Qualifying Non-CIC Termination “Current Base”) and (ii) the higher of (A) 90% of the Current Base or (B) the amount of variable cash compensation (i.e., annual cash bonus) paid to the Executive for the fiscal year that ended immediately prior to the Date of Termination. Such amount shall be paid in a lump sum in cash on the next regularly-scheduled payroll date following the date that the Separation Agreement and Release becomes irrevocable and in any event during the 60-day Period; provided, however, that if the 60-day Period begins in one calendar year and ends in a second calendar year and the lump sum amount would have been payable during the first calendar year based on the foregoing, the severance amount shall instead be paid on the first regularly-scheduled payroll date in the second calendar year and no later than the last day of the 60-day Period. (b) On the date the Separation Agreement and Release becomes irrevocable, the Executive shall become vested in that portion of all of his or her then outstanding unvested equity awards with time-based vesting that would have become vested within the 12-month period following the Date of Termination, and notwithstanding the terms of the existing equity award agreements, the forfeiture of such portion of the equity awards shall be delayed until the end of the 60-day Period. Shares of the Company’s common stock underlying any such vested restricted stock units with time-based vesting shall be issued to the Executive upon the Separation Agreement and Release becoming irrevocable in accordance with the foregoing (it being understood that the Executive shall have no rights with respect to such shares of common stock unless and until they are issued to the Executive). (c) For a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his or her eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive shall be responsible for such tax obligation and the Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the Executive after the Executive’s target bonus amount under Date of Termination. After the Bonus Plan Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage and is eligible therefor, the Executive will be required to pay all requisite premiums for such continued coverage. (d) The Company shall provide executive-level outplacement assistance to the year of termination, payable in substantially equal bi-weekly installments Executive for a period of twelve (12) months12 months following the Date of Termination. For the avoidance of doubt, beginning on if the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A business of the Code; (b) a pro-rata bonus for Company as to which the year Executive’s employment then relates is sold or spun off and the Executive continues employment with the successor entity or one of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if anyits affiliates, the Executive would have been paid for such year absent such terminationshall not be deemed to incur a termination of employment, but determined without respect or be entitled to any discretionary component and benefits, under this Section 2 solely as a result of such sale or spin-off (it being understood that if such transaction constitutes a Change in Control, then the non-discretionary components Executive shall be reweighted proportionallyeligible to receive severance payments and benefits under and in accordance with the terms and conditions of Section 3 below). Notwithstanding the foregoing, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums that if the Executive becomes eligible to receive severance payments and benefits under Section 3 below (the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for twelve (12) monthsChange in Control Severance Benefits), payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has shall not vested as of, the date be eligible to receive severance payments or benefits under Section 2 of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan; andthis Agreement. (e) any equity award subject to performance-based vesting granted Notwithstanding anything in the foregoing to the Executive that is outstanding immediately prior to, but has not vested as ofcontrary, the date Company may modify the Separation Agreement and Release (i) to substitute a consideration period of such Qualifying Nonforty-CIC Termination shall remain subject to five (45) days for the provisions consideration period in Section 6 of the Separation Agreement and Release; (ii) make changes that the Company determines to be necessary or appropriate based on changes in applicable award agreement and the Equity Incentive Planlaw; or (iii) to make non-material revisions.

Severance Benefits Not in Connection with a Change in Control. If (a) In the event the Executive experiences a Qualifying Non-CIC Termination Event that occurs outside of the Executive occursProtection Period, and provided that then the Executive executes and does not revoke Company shall: (i) pay the Release and such Release becomes effective Executive, on the sixtieth (without having been revoked60th) by the 60th day following the Executive’s Separation from ServiceDate of Termination (or the first business day thereafter if the sixtieth day is not a business day), the Executive will be entitled to receive from the Company the following payments and benefits:Accrued Payments; (aii) an amount contingent upon the Executive satisfying the Severance Conditions, pay the Executive, on the sixtieth (60th) day following the Date of Termination (or the first business day thereafter if the sixtieth day is not a business day), a lump sum payment equal to one and one-half (11.5) times the sum of (i) an amount equivalent to Base Salary, plus (ii) an amount equivalent to the Executive’s Base Salary immediately prior Historic Bonus Amount; (iii) contingent upon the Executive satisfying the Severance Conditions, on the sixtieth (60th) day following the Date of Termination (or the first business day thereafter if the sixtieth day is not a business day), and notwithstanding anything to the Qualifying Noncontrary in the LTIP or in an individual LTIP award agreement, accelerate the vesting of all outstanding equity-CIC based compensation awards that the Executive holds at the time of the Termination Event under the LTIP. All outstanding equity-based compensation awards that were designed to vest upon the satisfaction of performance criteria shall vest using actual levels of performance at the end of the applicable performance period; (iv) contingent upon the Executive satisfying the Severance Conditions, provide the Executive (and his or her spouse and eligible dependents) with continued medical, dental and vision coverage until the earlier of (A) the end of the twelve (12) month period beginning on the Date of Termination, or (B) until the Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer (to be provided as set forth in Section 7(a) below); and (v) contingent upon the Executive satisfying the Severance Conditions, for the twelve (12) month period beginning on the Date of Termination, or until Executive begins other full time employment with a new employer, whichever occurs first, Executive shall be entitled to receive outplacement services that are directly related to Executive’s termination of employment and are actually provided by an outplacement services firm, paid for or reimbursed by the Company, with a nationally prominent executive outplacement service firm selected by the Company and reasonably acceptable to Executive. For purposes of clarity, the obligation of the Company to provide any portion of the payments or benefits due under Sections 3(a)(ii), (iii), (iv), or (v) of this Agreement shall be expressly conditioned on the Executive satisfying the Severance Conditions. If Executive does not fulfill the Severance Conditions then (i) the Company shall immediately cease the provision of any payments or benefits made under this Section 3, other than the Accrued Payments, and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required Executive shall promptly pay to comply with Section 409A of the Code; (b) a pro-rata bonus for the year of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if any, the Executive would have been paid for such year absent such termination, but determined without respect to any discretionary component and the non-discretionary components shall be reweighted proportionally, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums that value of any payments or benefits Executive has previously received under this Section 3, other than the Executive and the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for twelve (12) months, payable in substantially equal bi-weekly installments for a period of twelve (12) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan; and (e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive PlanAccrued Payments.

Severance Benefits Not in Connection with a Change in Control. If a Qualifying Non-CIC Termination of the Executive occurs, and provided that the Executive executes and does not revoke the Release and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Service, the Executive will be entitled to receive from the Company the following payments and benefits: (a) an amount equal to one and one-half (11.5) times the sum of (i) the Executive’s Base Salary immediately prior to the Qualifying Non-CIC Termination and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable in substantially equal bi-weekly installments for a period of twelve eighteen (1218) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (b) a pro-rata bonus for the year of termination determined based on the actual bonus under the Bonus Plan for the year of termination, if any, the Executive would have been paid for such year absent such termination, but determined without respect to any discretionary component and the non-discretionary components shall be reweighted proportionally, payable on the latest of (i) the date on which the Company pays bonuses for such year generally, (ii) the date on which the Release becomes effective, and (iii) such later date as may be required to comply with Section 409A of the Code; (c) an amount equal to the premiums that the Executive and the Executive’s eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for twelve eighteen (1218) months, payable in substantially equal bi-weekly installments for a period of twelve eighteen (1218) months, beginning on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; and (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination that would have vested as a result of normal time-based vesting within eighteen (18) months following such Qualifying Non-CIC Termination shall become 100% vested as of the date of the Qualifying Non-CIC Termination, and any such equity award that is a stock option shall remain subject to exercisable until the provisions earlier of (i) twenty-four (24) months following the applicable award agreement and date of such Qualifying Non-CIC Termination, or (ii) the Equity Incentive Planoriginal expiration date of such award; and (e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of such Qualifying Non-CIC Termination shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.