Common use of Severance Entitlement Clause in Contracts

Severance Entitlement. If the Executive's employment is terminated during the Term under the circumstances described in Section 11(c) hereof, in consideration of the Executive's covenants set forth in this Agreement, including the covenant not to compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 12(a) (the "Severance Payments"), in addition to the Accrued Obligations to which the Executive is entitled under Section 11(c) hereof. The payments provided in subsections (i) and (iii) of this Section 12(a) shall be paid not later than the fifth day following the Date of Termination. (i) In lieu of any further Base Salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two and one-half (2.5) times the sum of (A) the Executive's then current Base Salary or, if higher, the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, and (B) the Executive's most current bonus in effect as of the Date of Termination or, if higher, the minimum annual bonus in effect immediately prior to any reduction that would consititute Good Reason. (ii) For the thirty (30) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health, life, disability and accident insurance benefits under the then current plans in effect and offered to the officers and employees of the Company. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal any unpaid annual bonus which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date. (i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the "Total Payments") would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (iii) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Section 12(b).

Severance Entitlement. If (i) the Executive's employment is terminated during the Term under the circumstances described in Section 11(c) hereof, in consideration of the Executive's covenants covenant set forth in this Agreement, Agreement including the covenant not to compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 12(a) (the "Severance Payments"), in addition to the Accrued Obligations to which the Executive is entitled under Section 11(c) hereof. The payments provided in subsections (i) and (iii) of this Section 12(a) shall be paid not later than the fifth day following the Date of Termination. (i) In lieu of any further Base Salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the ExecutiveTermination, the Company shall pay to the Executive a lump sum severance payment, or in 24 monthly installments, as shall be designated by the Executive, in cash, equal to two and one-half (2.52) times years of the sum of (A) the Executive's then current Base Salary or, if higher, the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, and (B) the Executive's most current bonus in effect as of the Date of Termination or, if higher, the minimum annual bonus in effect immediately prior to any reduction that would consititute Good ReasonTarget Bonus. (ii) For the thirty two (302) month year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health, life, disability and accident insurance benefits under the then current plans in effect and offered to the officers and employees of the Company. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contraryIn addition, the Company shall pay to the Executive a lump sum amount, in cash, equal any unpaid annual bonus Target Bonus which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date. (i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated affiliate with the Company or such Person) (all Person)(all such payments and benefits, including the Severance Payments, being hereinafter referred to as the "Total Payments") would be subject (in whole or part), to the Excise Tax, then, then after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments Payment shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within with the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (iii) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Section 12(b).

Severance Entitlement. If the Executive's employment is terminated during the Term or the Term is not extended by the Company beyond the then current Term under any of the circumstances described in Section 11(c) hereof, in consideration of the Executive's agreements and covenants set forth in this Agreement, Agreement including the covenant not to compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 12(a) (the "Severance Payments"), in addition to the Accrued Obligations to which the Executive is entitled under Section 11(c11(a) hereof. The payments provided in subsections (i) and (iii) of this Section 12(a) shall be paid not later than the fifth day following the Date of Termination. (i) In lieu of any further Base Salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the ExecutiveTermination, the Company shall pay to the Executive a lump sum severance payment, or a severance payment in 36 monthly installments, as shall be designated by the Executive, in cash, equal to two and one-half three (2.53) times years of the sum of (A) the Executive's then current Base Salary or, if higher, the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, and (B) the Executive's most current bonus in effect as of the Date of Termination or, if higher, the minimum annual bonus in effect immediately prior to any reduction that would consititute Good ReasonTarget Bonus. (ii) For the thirty three (303) month year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health, life, disability and accident insurance benefits under the then current plans in effect and offered to the officers and employees of the Company. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay and on terms and conditions no less favorable to the Executive a lump sum amount, in cash, equal any unpaid annual bonus which has been allocated or awarded than those then offered to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan officers and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent dateemployees. (i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the "Total Payments") would be subject (in whole or part), ) to the Excise Tax, then, then after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash non-cash Severance Payments Payment shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within with the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (iii) It is possible that after the determinations and selections made pursuant to Sections 12(b)(i) and (ii) the Executive will receive Total Payments that are, in the aggregate, either more or less than the amount provided under Section 12(a) (hereafter referred to as an "Excess Payment" or "Underpayment", respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, the Executive shall promptly repay the Excess Payment to the Company, together with interest on the Excess Payment at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined (x) by arbitration pursuant to Section 21, (y) by a court or (z) by the Auditor and Tax Counsel upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of Sections 12(b)(i) and (ii) not been applied until the date of payment. (iv) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Section 12(b).

Severance Entitlement. If (i) the Executive's ’s employment is terminated during the Term under the circumstances described in Section 11(c) hereof, in consideration of the Executive's covenants ’s covenant set forth in this Agreement, Agreement including the covenant not to compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 12(a) (the "“Severance Payments"”), in addition to the Accrued Obligations to which the Executive is entitled under Section 11(c) hereof. The payments provided in subsections (i) and (iii) of this Section 12(a) shall be paid not later than the fifth day following the Date of Termination. (i) In lieu of any further Base Salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two and one-half (2.5) times the sum prior three year average of (A) the Executive's then current Base Salary or, if higher, the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, ’s aggregate annual compensation which shall include base salary and (B) the Executive's most current all bonus in effect as of the Date of Termination or, if higher, the minimum annual bonus in effect immediately prior to any reduction that would consititute Good Reasonamounts. (ii) For the thirty (30) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health, life, disability and accident insurance benefits under the then current plans in effect and offered to the officers and employees of the Company. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal any unpaid annual bonus which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date. (i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's ’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated affiliate with the Company or such Person) (all Person)(all such payments and benefits, including the Severance Payments, being hereinafter referred to as the "“Total Payments"”) would be subject (in whole or part), to the Excise Tax, then, then after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments Payment shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "“payment" ” within the meaning of section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("“Tax Counsel"”) reasonably acceptable to the Executive and selected by the accounting firm (the "“Auditor"”) which was, immediately prior to the Change in Control, the Company's ’s independent auditor, does not constitute a "“parachute payment" within payment”within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within with the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (iii) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's ’s calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Section 12(b).

Severance Entitlement. If the Executive's employment is terminated during the Term under the circumstances described in Section 11(c) hereof, in consideration of the Executive's covenants set forth in this Agreement, including the covenant not to compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 12(a) (the "Severance Payments"), in addition to the Accrued Obligations to which the Executive is entitled under Section 11(c) hereof. The payments provided in subsections (i) and (iii) of this Section 12(a) shall be paid not later than the fifth day following the Date of Termination. (i) In lieu of any further Base Salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two and one-half (2.5) times the sum of (A) the Executive's then current Base Salary or, if higher, the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, and (B) the Executive's most current bonus in effect as of the Date of Termination or, if higher, the minimum annual bonus in effect immediately prior to any reduction that would consititute constitute Good Reason. (ii) For the thirty (30) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health, life, disability and accident insurance benefits under the then current plans in effect and offered to the officers and employees of the Company. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal any unpaid annual bonus which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date. (i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the "Total Payments") would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (iii) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Section 12(b).

Severance Entitlement. If the Executive's employment is terminated during the Term under the circumstances described in Section 11(c) hereof, in consideration of the Executive's covenants agreements and covenant set forth in this Agreement, Agreement including the covenant not to compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 12(a) (the "Severance Payments"), in addition to the Accrued Obligations to which the Executive is entitled under Section 11(c11(a) hereof. The payments provided in subsections (i) and (iii) of this Section 12(a) shall be paid not later than the fifth day following the Date of Termination. (i) In lieu of any further Base Salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the ExecutiveTermination, the Company shall pay to the Executive a lump sum severance payment, or a severance payment in 24 monthly installments, as shall be designated by the Executive, in cash, equal to two and one-half (2.52) times years of the sum of (A) the Executive's then current Base Salary or, if higher, the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, and (B) the Executive's most current bonus in effect as of the Date of Termination or, if higher, the minimum annual bonus in effect immediately prior to any reduction that would consititute Good ReasonTarget Bonus. (ii) For the thirty two (302) month year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health, life, disability and accident insurance benefits under the then current plans in effect and offered to the officers and employees of the Company. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contraryIn addition, the Company shall pay to the Executive a lump sum amount, in cash, equal to any unpaid annual bonus Target Bonus which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date. (i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all Person)(all such payments and benefits, including the Severance Payments, being hereinafter referred to as the "Total Payments") would be subject (in whole or part), to the Excise Tax, then, then after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash non cash Severance Payments Payment shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) A no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within with the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (iii) It is possible that after the determinations and selections made pursuant to Sections 12(b)(i) and (ii) the Executive will receive Total Payments that are, in the aggregate, either more or less than the amount provided under Section 12(a) (hereafter referred to as an "Excess Payment" or "Underpayment", respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, the Executive shall promptly repay the Excess Payment to the Company, together with interest on the Excess Payment at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined (x) by arbitration pursuant to Section 21, (y) by a court or (z) by the Auditor and Tax Counsel upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of Sections 12(b)(i) and (ii) not been applied until the date of payment. (iv) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Section 12(b).

Severance Entitlement. If the Executive's employment is terminated during the Term under the circumstances described in Section 11(c) hereof, in consideration of the Executive's covenants agreements and covenant set forth in this Agreement, Agreement including the covenant not to compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 12(a) (the "Severance Payments"), in addition to the Accrued Obligations to which the Executive is entitled under Section 11(c11(a) hereof. The payments provided in subsections (i) and (iii) of this Section 12(a) shall be paid not later than the fifth day following the Date of Termination. (i) In lieu of any further Base Salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the ExecutiveTermination, the Company shall pay to the Executive a lump sum severance payment, or a severance payment in 24 monthly installments, as shall be designated by the Executive, in cash, equal to two and one-half (2.52) times years of the sum of (A) the Executive's then current Base Salary or, if higher, the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, and (B) the Executive's most current bonus in effect as of the Date of Termination or, if higher, the minimum annual bonus in effect immediately prior to any reduction that would consititute Good Reason. (ii) Target Bonus. For the thirty two (302) month year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health, life, disability and accident insurance benefits under the then current plans in effect and offered to the officers and employees of the Company. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay and on terms and conditions no less favorable to the Executive a lump sum amount, in cash, equal any unpaid annual bonus which has been allocated or awarded than those then offered to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan officers and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent dateemployees. (i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all Person)(all such payments and benefits, including the Severance Payments, being hereinafter referred to as the "Total Payments") would be subject (in whole or part), to the Excise Tax, then, then after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash non cash Severance Payments Payment shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments). (ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within with the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (iii) It is possible that after the determinations and selections made pursuant to Sections 12b)(i) and (ii) the Executive will receive Total Payments that are, in the aggregate, either more or less than the amount provided under Section 12(a) (hereafter referred to as an "Excess Payment" or "Underpayment", respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, the Executive shall promptly repay the Excess Payment to the Company, together with interest on the Excess Payment at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined (x) by arbitration pursuant to Section 21, (y) by a court or (z) by the Auditor and Tax Counsel upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of Sections 12(b(i) and (ii) not been applied until the date of payment. (iv) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Section 12(b).