Common use of Severance Benefits on Non-Change of Control Termination Clause in Contracts

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four (24) months after the occurrence of a Change of Control (as defined below) the Company terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) following the Termination Date: (i) an amount equal to the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; (ii) plus either (A) the unpaid Actual Full Year Bonus Amount, if any, or the Deemed Full Year Bonus Amount, if applicable, plus (B) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iii) a single lump sum equal to one (1.0) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date, payable in a single lump sum within thirty (30) days following the Termination Date. (iv) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv) shall be discontinued by the Company prior to the end of the period provided in this subsection in the event that the Employee receives substantially similar benefits from a subsequent employer.

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four (24) months two years after the occurrence of a Change of Control (as defined below) ), the Company terminates the Employee’s employment without Cause, or the Employee terminates his the Employee’s employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) payable in a lump sum within 30 days following the Termination Date: (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; plus (iiB) plus either (Ax) the unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus Amount, if applicable, plus (BC) the Employee’s Deemed Pro Rata Bonus Amount, if any, plus (D) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum equal to one two times the sum of (1.0A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the Deemed Full Year Bonus Amount, payable in a single lump sum within thirty (30) 30 days following of the Termination Date. (iviii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)In addition, the Company shall reimburse the Employee for will pay the “Company’s portion” (as set defined below) of the Employee’s COBRA continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his the Employee’s spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case case, for up to an additional twelve (12) six months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and and/or vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv6.4(a)(iii) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iii) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iv) Following the end of the COBRA “maximum required period” provided under the Company’s group health plan (the “Benefit Measurement Date”), the Company shall, as a separate obligation, reimburse the Employee for any medical premium expenses incurred to purchase the Medical Benefits under the preceding Section 6.4(a)(iii), but only to the extent such expenses constitute the “Company’s portion” of the premiums for continued Medical Benefits (which amount shall be referred to herein as the “Medical Reimbursement”). The “Company’s portion” of COBRA Coverage and of premiums for any continuing Medical Benefits shall be the difference between one hundred percent of the COBRA Coverage or Medical Benefits premium, as the case may be, and the dollar amount of medical premium expenses paid for the same type or types of Company medical benefits by a similarly situated employee on the Termination Date. The premiums available for Medical Reimbursement under Section 6.4(a)(iv) in any calendar year will not be increased or decreased to reflect the amount actually reimbursed in a prior or subsequent calendar year, and all Medical Reimbursements under this paragraph will be paid to the Employee within 30 days following the Company’s receipt of a premium payment for Medical Benefits. (v) All of the Employee’s granted but unvested long-term incentive awards shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the extent the applicable performance condition is satisfied (i) on the Termination Date, or (ii) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date.

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four (24) months two years after the occurrence of a Change of Control (as defined below) ), the Company terminates the Employee’s employment without Cause, or the Employee terminates his the Employee’s employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) payable in a lump sum within 30 days following the Termination Date: (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; plus (iiB) plus either (Ax) the unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus Amount, if applicable, plus (BC) the Employee’s Deemed Pro Rata Bonus Amount, if any, plus (D) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum equal to one and a half times the sum of (1.0A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the Deemed Full Year Bonus Amount, payable in a single lump sum within thirty (30) 30 days following of the Termination Date. (iviii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)In addition, the Company shall reimburse the Employee for will pay the “Company’s portion” (as set defined below) of the Employee’s COBRA continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations18 months. Following such period, the Company shall permit the Employee (including his the Employee’s spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case case, for up to an additional twelve (12) six months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and and/or vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv6.4(a)(iii) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iii) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iv) Following the end of the COBRA “maximum required period” provided under the Company’s group health plan (the “Benefit Measurement Date”), the Company shall, as a separate obligation, reimburse the Employee for any medical premium expenses incurred to purchase the Medical Benefits under the preceding Section 6.4(a)(iii), but only to the extent such expenses constitute the “Company’s portion” of the premiums for continued Medical Benefits (which amount shall be referred to herein as the “Medical Reimbursement”). The “Company’s portion” of COBRA Coverage and of premiums for any continuing Medical Benefits shall be the difference between one hundred percent of the COBRA Coverage or Medical Benefits premium, as the case may be, and the dollar amount of medical premium expenses paid for the same type or types of Company medical benefits by a similarly situated employee on the Termination Date. The premiums available for Medical Reimbursement under Section 6.4(a)(iv) in any calendar year will not be increased or decreased to reflect the amount actually reimbursed in a prior or subsequent calendar year, and all Medical Reimbursements under this paragraph will be paid to the Employee within 30 days following the Company’s receipt of a premium payment for Medical Benefits. (v) All of the Employee’s granted but unvested long-term incentive awards shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the extent the applicable performance condition is satisfied (i) on the Termination Date, or (ii) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date.

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four (24) months two years after the occurrence of a Change of Control (as defined below) ), the Company terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) payable in a lump sum within 30 days following the Termination Date: (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; plus (iiB) plus either (Ax) the unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus Amount, if applicable, plus (BC) the Employee’s Deemed Pro Rata Bonus Amount, if any, plus (D) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum equal to one (1.0) two times the sum of (A) Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the Deemed Full Year Bonus Amount, payable in a single lump sum within thirty (30) 30 days following of the Termination Date. (iviii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)In addition, the Company shall reimburse the Employee for will pay the “Company’s portion” (as set defined below) of the Employee’s COBRA continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) six months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and and/or vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv6.4(a)(iii) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iii) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iv) Following the end of the COBRA “maximum required period” provided under the Company’s group health plan (the “Benefit Measurement Date”), the Company shall, as a separate obligation, reimburse the Employee for any medical premium expenses incurred to purchase the Medical Benefits under the preceding Section 6.4(a)(iii), but only to the extent such expenses constitute the “Company’s portion” of the premiums for continued Medical Benefits (which amount shall be referred to herein as the “Medical Reimbursement”). The “Company’s portion” of COBRA Coverage and of premiums for any continuing Medical Benefits shall be the difference between one hundred percent of the COBRA Coverage or Medical Benefits premium, as the case may be, and the dollar amount of medical premium expenses paid for the same type or types of Company medical benefits by a similarly situated employee on the Termination Date. The premiums available for Medical Reimbursement under Section 6.4(a)(iv) in any calendar year will not be increased or decreased to reflect the amount actually reimbursed in a prior or subsequent calendar year, and all Medical Reimbursements under this paragraph will be paid to the Employee within 30 days following the Company’s receipt of a premium payment for Medical Benefits. (v) All of the Employee’s granted but unvested long-term incentive awards shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the extent the applicable performance condition is satisfied (A) on the Termination Date, or (B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date.

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four eighteen (2418) months after the occurrence of a Change of Control (as defined below) the Company terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) payable in a lump sum within thirty (30) days following the Termination Date: (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; plus (iiB) plus either (Ax) the unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus Amount, if applicable, plus (BC) the Employee’s Deemed Pro Rata Bonus Amount, if any, plus (D) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum equal to one and one-half (1.01.5) times the sum of (A) the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the Employee’s target bonus for the year of the Termination Date, payable in a single lump sum within thirty (30) days following the Termination Date. (iviii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (viv) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv) shall may be discontinued by the Company prior to the end of the period provided in this subsection in to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (v) Following the end of the COBRA “maximum required period” provided under the Company’s group health plan (the “Benefit Measurement Date”), the Company shall, as a separate obligation, reimburse the Employee for any medical premium expenses incurred to purchase the Medical Benefits under the preceding Section 6.4(a)(iv), but only to the extent such expenses constitute the “Company’s portion” of the premiums for continued Medical Benefits (which amount shall be referred to herein as the “Medical Reimbursement”).

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d6.4(c)(vi), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four (24) months two years after the occurrence of a Change of Control (as defined below) ), the Company terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) payable in a lump sum within 30 days following the Termination Date: (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; plus (iiB) plus either (Ax) the unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus Amount, if applicable, plus (BC) the Employee’s Deemed Pro Rata Bonus Amount, if any, plus (D) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum equal to one (1.0) two times the sum of (A) Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the Deemed Full Year Bonus Amount, payable in a single lump sum within thirty (30) 30 days following of the Termination Date. (iviii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)In addition, the Company shall reimburse the Employee for will pay the “Company’s portion” (as set defined below) of the Employee’s COBRA continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) six months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and and/or vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv6.4(a)(iii) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iii) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iv) Following the end of the COBRA “maximum required period” provided under the Company’s group health plan (the “Benefit Measurement Date”), the Company shall, as a separate obligation, reimburse the Employee for any medical premium expenses incurred to purchase the Medical Benefits under the preceding Section 6.4(a)(iii), but only to the extent such expenses constitute the “Company’s portion” of the premiums for continued Medical Benefits (which amount shall be referred to herein as the “Medical Reimbursement”). The “Company’s portion” of COBRA Coverage and of premiums for any continuing Medical Benefits shall be the difference between one hundred percent of the COBRA Coverage or Medical Benefits premium, as the case may be, and the dollar amount of medical premium expenses paid for the same type or types of Company medical benefits by a similarly situated employee on the Termination Date. The premiums available for Medical Reimbursement under Section 6.4(a)(iv) in any calendar year will not be increased or decreased to reflect the amount actually reimbursed in a prior or subsequent calendar year, and all Medical Reimbursements under this paragraph will be paid to the Employee within 30 days following the Company’s receipt of a premium payment for Medical Benefits. (v) All of the Employee’s granted but unvested long-term incentive awards shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the extent the applicable performance condition is satisfied (A) on the Termination Date, or (B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date.

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four one (241) months year after the occurrence of a Change of Control (as defined below) the Company terminates the Employee’s 's employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “"Severance Benefits”) following the Termination Date:"): (i) an amount equal to (a) the Employee’s 's accrued but unpaid then current Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the Termination Date, (b) any accrued but unpaid Bonus, which shall Bonus will be paid in accordance with applicable state or local law; payable at such time as the bonuses of other executive officers of the Company are payable, and (ii) plus either (A) the unpaid Actual Full Year Bonus Amount, if any, or the Deemed Full Year Bonus Amount, if applicable, plus (Bc) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable Agreement paid in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) a single lump sum twenty-four (24) monthly payments each in an amount equal to one one-twelfth (1.01/12) times of the Employee’s 's annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month 36)-month period immediately preceding prior to the Termination Date, payable in a single lump sum within thirty (30) days commencing with the calendar month immediately following the calendar month in which the Termination Date. (iv) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)Date occurs, it being agreed that for purposes hereof, the Company shall reimburse Employee's Base Salary during the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional first twelve (12) months after following the expiration Effective Date will be deemed to be $250,000; (iii) a cash amount equal to the Employee's Pro-Rata Bonus for the fiscal year in which the Termination Date occurs, payable at such time as bonuses for the annual period are paid to other executive officers of the “maximum required period” by Company; and (iv) the Employee paying one-hundred percent Company will pay the full cost of the premiums Employee's COBRA continuation coverage for medicalsuch period, dental and vision as such coverage on an after-tax basis (“Medical Benefits”). Notwithstanding is required to be continued under applicable law; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iv) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employeremployer ("COBRA Benefit").

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four (24) months after the occurrence of a Change of Control (as defined below) the Company terminates the EmployeeExecutive’s employment without Cause, or the Employee Executive terminates his employment for Good Reason, then the Employee Executive will be entitled to the following payments and benefits (the “Severance Benefits”) following the Termination Date: (i) an amount equal to the EmployeeExecutive’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; (ii) plus either (A) the unpaid Actual Full Year Bonus Amount, if any, or the Deemed Full Year Bonus Amount, if applicable, plus (B) any other amounts that may be reimbursable by the Company to the Employee Executive as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iii) a single lump sum equal to one (1.0) times the EmployeeExecutive’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date, payable in a single lump sum within thirty (30) days following the Termination Date. (iv) All stock appreciation rights and other incentive awards held by the Employee Executive will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee Executive will be removed (other than as may be required under applicable securities laws). (v) If the Employee Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the Employee Executive for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee Executive (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee Executive paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv) shall be discontinued by the Company prior to the end of the period provided in this subsection in the event that the Employee Executive receives substantially similar benefits from a subsequent employer.

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four eighteen (2418) months after the occurrence of a Change of Control (as defined below) the Company terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) payable in a lump sum within thirty (30) days following the Termination Date: (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; plus (iiB) plus either (Ax) the unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus Amount, if applicable, plus (BC) the Employee’s Deemed Pro Rata Bonus Amount, if any, plus (D) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum equal to one two (1.02) times the sum of (A) the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the Employee’s target bonus for the year of the Termination Date, payable in a single lump sum within thirty (30) days following the Termination Date. (iviii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (viv) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv) shall may be discontinued by the Company prior to the end of the period provided in this subsection in to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (v) Following the end of the COBRA “maximum required period” provided under the Company’s group health plan (the “Benefit Measurement Date”), the Company shall, as a separate obligation, reimburse the Employee for any medical premium expenses incurred to purchase the Medical Benefits under the preceding Section 6.4(a)(iv), but only to the extent such expenses constitute the “Company’s portion” of the premiums for continued Medical Benefits (which amount shall be referred to herein as the “Medical Reimbursement”).

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d)) of this Agreement, if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four one (241) months year after the occurrence of a Change of Control (as defined below) the Company terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) following the Termination Date:): (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the Termination Date, which shall be paid in accordance with applicable state or local law; (ii) plus either (A) the unpaid Actual Full Year Bonus Amount, if any, or the Deemed Full Year Bonus Amount, if applicable, plus (B) with respect to any termination by the Employee for Good Reason or by the Company without Cause, any accrued but unpaid Bonus, which Bonus will be payable at such time as the bonuses of other executive officers of the Company are payable, (C) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable Agreement paid in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum payment in an amount equal to one twenty-four (1.024) times months of the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding prior to the Termination Date, payable in a single lump sum within thirty (30) days commencing with the calendar month immediately following the calendar month in which the Termination Date.Date occurs, subject to the terms and conditions of Section 6.7 and Section 6.8 of this Agreement; (iviii) All stock appreciation rights and other incentive awards held by the Employee Company will become fully vested and immediately exercisable and all restrictions on any restricted stock held by pay the Employee will be removed (other than as may be required under applicable securities laws). (v) If full cost of the Employee timely and properly elects health Employee’s COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period; provided, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such planhowever, (B) convert the Company’s group health plan to an individual policythat, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv6.4(a)(iii) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iii) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employeremployer (“COBRA Benefit”).

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four one (241) months year after the occurrence of a Change of Control (as defined below) the Company Employer terminates the Employee’s 's employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) following the Termination Date:): (i) an amount equal to (A) the Employee’s 's accrued but unpaid then current Base Salary through the Termination DateDate paid in a lump sum within thirty (30) days following the Termination Date (or, if earlier, as required by applicable law), (B) any accrued but unpaid Bonus paid in a lump sum, which shall Bonus will be paid payable at such time as the bonuses of other executive officers of the Company are payable in accordance with the terms of the applicable state or local law; Employee Bonus Plan, and (ii) plus either (A) the unpaid Actual Full Year Bonus Amount, if any, or the Deemed Full Year Bonus Amount, if applicable, plus (BC) any other amounts that may be reimbursable by the Company Employer to the Employee as expressly provided under this Agreement, payable Agreement paid in a single a lump sum payment within thirty (30) days following the Termination DateDate or, if earlier, as required by applicable law; (iiiii) a single lump sum twenty-four (24) monthly payments paid on the first monthly payroll date of the Company each month in an amount equal to one one-twelfth (1.01/12) times of the Employee’s 's annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately prior to the Termination Date plus the average annual Bonus of the two (2) years preceding the Termination Date, payable commencing with the first monthly payroll date of the Company in a single lump sum within thirty the first month beginning after sixty (3060) days following the Termination Date.; (iii) a cash amount equal to the Employee's Pro-Rata Bonus for the fiscal year in which the Termination Date occurs, paid in a lump sum at such time as bonuses for the annual period are paid to other executive officers of the Company in accordance with the terms of the applicable Employee Bonus Plan; and (iv) All stock appreciation rights and other incentive awards held by to the extent that the Employee elects COBRA continuation coverage, the Employer will become fully vested and immediately exercisable and all restrictions on any restricted stock held by pay the Employee will full cost of the Employee's COBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be removed (other than as may be required provided under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)law; provided, the Company shall reimburse the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such periodhowever, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, that the benefits described in this Section 6.4(a)(iv) shall may be discontinued by the Company prior to the end of the period provided in this subsection in Section 6.4(a)(iv) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employeremployer (“COBRA Benefit”).

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(bsubsections (b), (d) and (e) of this Section 6.4(d)6.4, if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four one (241) months year after the occurrence of a Change of Control (as defined below) the Company terminates the Employee’s 's employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “"Severance Benefits”) following the Termination Date:"): (i) an amount equal to (a) the Employee’s 's accrued but unpaid then current Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the Termination Date, (b) any accrued but unpaid Bonus, which shall Bonus will be paid in accordance with applicable state or local law; payable at such time as the bonuses of other executive officers of the Company are payable, and (ii) plus either (A) the unpaid Actual Full Year Bonus Amount, if any, or the Deemed Full Year Bonus Amount, if applicable, plus (Bc) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable Agreement paid in a single a lump sum payment within thirty (30) days following the Termination Date; (iiiii) a single lump sum twenty-four (24) monthly payments each in an amount equal to one one-twelfth (1.01/12) times of the Employee’s 's annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month 36)-month period immediately preceding prior to the Termination Date, payable in a single lump sum within thirty (30) days commencing with the calendar month immediately following the calendar month in which the Termination Date.Date occurs; (iii) a cash amount equal to the Employee's Pro-Rata Bonus for the fiscal year in which the Termination Date occurs, payable at such time as bonuses for the annual period are paid to other executive officers of the Company; and (iv) All stock appreciation rights and other incentive awards held by the Employee Company will become fully vested and immediately exercisable and all restrictions on any restricted stock held by pay the Employee will be removed (other than as may be required under applicable securities laws). (v) If full cost of the Employee timely and properly elects health Employee's COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) as such coverage is required to (A) continue to participate in the Company’s group health plan if permitted be continued under such planapplicable law; provided, (B) convert the Company’s group health plan to an individual policyhowever, or (C) obtain other similar coveragethat, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iv) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employeremployer ("COBRA Benefit").

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four one (241) months year after the occurrence of a Change of Control (as defined below) the Company Employer terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) following the Termination Date:): (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination DateDate paid in a lump sum within thirty (30) days following the Termination Date (or, if earlier, as required by applicable law), (B) any accrued but unpaid Bonus paid in a lump sum, which shall Bonus will be paid payable at such time as the bonuses of other executive officers of the Company are payable in accordance with the terms of the applicable state or local law; Employee Bonus Plan, and (ii) plus either (A) the unpaid Actual Full Year Bonus Amount, if any, or the Deemed Full Year Bonus Amount, if applicable, plus (BC) any other amounts that may be reimbursable by the Company Employer to the Employee as expressly provided under this Agreement, payable Agreement paid in a single a lump sum payment within thirty (30) days following the Termination DateDate or, if earlier, as required by applicable law; (iiiii) a single lump sum twenty-four (24) monthly payments paid on the first monthly payroll date of the Company each month in an amount equal to one one-twelfth (1.01/12) times of the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately prior to the Termination Date plus the average annual Bonus of the two (2) years preceding the Termination Date, payable commencing with the first monthly payroll date of the Company in a single lump sum within thirty the first month beginning after sixty (3060) days following the Termination Date.; (iii) a cash amount equal to the Employee’s Pro-Rata Bonus for the fiscal year in which the Termination Date occurs, paid in a lump sum at such time as bonuses for the annual period are paid to other executive officers of the Company in accordance with the terms of the applicable Employee Bonus Plan; and (iv) All stock appreciation rights and other incentive awards held by to the extent that the Employee elects COBRA continuation coverage, the Employer will become fully vested and immediately exercisable and all restrictions on any restricted stock held by pay the Employee will full cost of the Employee’s COBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be removed (other than as may be required provided under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)law; provided, the Company shall reimburse the Employee for the “Company’s portion” (as set defined below) of the continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such periodhowever, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve (12) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, that the benefits described in this Section 6.4(a)(iv) shall may be discontinued by the Company prior to the end of the period provided in this subsection in Section 6.4(a)(iv) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employeremployer (“COBRA Benefit”).

Severance Benefits on Non-Change of Control Termination. Subject to the provisions of Section 6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of Control by at least six (6) months, or more than twenty-four two (242) months years after the occurrence of a Change of Control (as defined below) the Company terminates the Employee’s employment without Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following payments and benefits (the “Severance Benefits”) payable in a lump sum within thirty (30) days following the Termination Date: (i) an amount equal to (A) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, which shall be paid in accordance with applicable state or local law; plus (iiB) plus either (Ax) the unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus Amount, if applicable, plus (BC) the Employee’s Deemed Pro Rata Bonus Amount, 040707, 000014, 102625747.2 if any, plus (D) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, payable in a single a lump sum payment within thirty (30) days following the Termination Date;; plus (iiiii) with respect to any termination event described in this paragraph (a) of Section 6.4, a single lump sum equal to one (1.0) two times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date, payable in a single lump sum within thirty (30) days following of the Termination Date. (iviii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). (v) If the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”)In addition, the Company shall reimburse the Employee for will pay the “Company’s portion” (as set defined below) of the Employee’s COBRA continuation coverage (the “COBRA Coverage”) for the duration of the “maximum required period” as such period is set forth under COBRA and the applicable regulations. Following such period, the Company shall permit the Employee (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional twelve six (126) months after the expiration of the “maximum required period” by the Employee paying one-hundred percent of the premiums for medical, dental and and/or vision coverage on an after-tax basis (“Medical Benefits”). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv6.4(a)(iii) shall may be discontinued by the Company prior to the end of the period provided in this subsection in (iii) to the event extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iv) Following the end of the COBRA “maximum required period” provided under the Company’s group health plan (the “Benefit Measurement Date”), the Company shall, as a separate obligation, reimburse the Employee for any medical premium expenses incurred to purchase the Medical Benefits under the preceding Section 6.4(a)(iii), but only to the extent such expenses constitute the “Company’s portion” of the premiums for continued Medical Benefits (which amount shall be referred to herein as the “Medical Reimbursement”). The “Company’s portion” of COBRA Coverage and of premiums for any continuing Medical Benefits shall be the difference between one hundred percent of the COBRA Coverage or Medical Benefits premium, as the case may be, and the dollar amount of medical premium expenses paid for the same type or types of Company medical benefits by a similarly situated employee on the Termination Date. The premiums available for Medical Reimbursement under Section 6.4(a)(iv) in any calendar year will not be increased or decreased to reflect the amount actually reimbursed in a prior or subsequent calendar year, and all Medical Reimbursements under this paragraph will be paid to the Employee 040707, 000014, 102625747.2 within thirty (30) days following the Company’s receipt of a premium payment for Medical Benefits. (v) All of Employee’s granted but unvested Units, Restricted Units or Unit Options shall immediately vest and any related restrictions shall be waived.