Common use of Severance Payment and Benefits Clause in Contracts

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within such period of twelve (12) consecutive months, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2022, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s 's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s 's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his her employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2026, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, (A) the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any, and (B) any options, restricted shares, or other awards granted to the Executive under the 2013 Equity Plan or any replacement awards shall become fully vested and, in the case of options, exercisable in full. For purposes of the above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his her termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-in kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If(a) Subject to the terms of this Agreement, during and provided that Nocchiero complies with the terms of Paragraph 6 of the Employment Term at any time during Agreement (as limited by the period second sentence of twelve Paragraph 5 of the Employment Agreement) and does not revoke this Agreement in accordance with Paragraph 15 below, Merisant shall pay Nocchiero the severance payments and benefits set forth in Paragraph 4(b) of the Employment Agreement, including all “Accrued Benefits” (12as that term is defined in Paragraph 4(a) consecutive months commencing on of the occurrence Employment Agreement). The parties acknowledge and agree that, pursuant to Section 4(b) of a Change in Control, the Employment Agreement: (i) Nocchiero’s “Severance” (as that term is defined in Paragraph 4(b) of the Executive is involuntarily terminated (other than for CauseEmployment Agreement), or in the gross aggregate amount of $279,716 shall be paid in a lump sum on April 2, 2007. (ii) Nocchiero will receive a lump-sum payment under the Executive terminates his employment for Good ReasonMerisant Company 2006 Annual Incentive Plan in the gross amount $172,200, payable on or about March 15, 2007. (iii) Nocchiero will receive a lump-sum payment under the Merisant Company 2006 Supplemental Incentive Plan in the gross amount $325,275, payable on or about March 15, 2007. (iv) Nocchiero will receive a prorated lump-sum payment under the Merisant Company 2007 Annual Incentive Plan (the “2007 AIP”) based on his service from January 1, 2007 to the Separation Date and achievement of the Company-wide financial targets adopted thereunder, which amount shall be determined by the Compensation Committee of Merisant’s Board of Directors pursuant to the 2007 AIP and shall be paid, subject to the terms and conditions of the 2007 AIP, when bonuses under the 2007 AIP are payable in or about March 2008 to other Merisant senior executives, provided that Nocchiero complies with his obligations under this Agreement (including without limitation his obligations under Paragraphs 5 and 6 of the Employment Agreement). (v) Nocchiero shall be paid for his earned and unused vacation through the Separation Date in accordance with Merisant’s regular payroll practices. (vi) Nocchiero shall be paid his earned and unpaid base salary at his current base salary rate through the Separation Date in accordance with Merisant’s regular payroll practices. (vii) Merisant shall pay the premiums to continue Nocchiero’s current coverage under Merisant’s group dental insurance and vision insurance and EAP plans (as in effect or amended from time to time), and $3,949 to be paid in a lump sum on April 2, 2007 in full satisfaction of amounts to be paid for group medical insurance coverage pursuant to Paragraph 3(d) of the Employment Agreement in lieu of premiums Nocchiero would incur had he been enrolled in Merisant’s group medical insurance (it being understood that Nocchiero presently has medical coverage through another entity), from April 2007 through March 2008, which in the case of such dental and vision insurance benefits is subject to, and in accordance with, the terms and conditions of such plans and the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Nocchiero shall be solely responsible for the full costs of any such continued coverage beyond March 2008 pursuant to COBRA. (viii) Nocchiero shall submit all documented business expense amounts for which he seeks reimbursement on or before March 31, 2007, and shall not be entitled to or receive any expense reimbursements for any amounts incurred thereafter (and submitted thereafter in due course). (ix) Nocchiero’s participation, if any, in any employee benefit plans and policies of the Company gives notice after the Separation Date will be determined in accordance with the terms and conditions of nonsuch plans and policies, which plans, policies, terms and conditions the Company may amend, modify, suspend or terminate in accordance with the amendment provision(s) of such plans and policies or applicable law. (x) Nocchiero will be permitted to leave a voice-renewal mail message at his office land-line and cellular telephone numbers and automatic e-mail reply message at his office e-mail address until May 31, 2007 providing callers his personal contact information. (b) All payments and benefits payable pursuant to the Employment Agreement and this Agreement shall be reduced by any and all required and authorized withholdings and deductions. Where applicable, any and all such payments shall be sent to Nocchiero’s last known address on Merisant’s records or to such other address as Nocchiero shall indicate to Merisant in writing. (c) This Agreement is intended to comply with the requirements set forth in Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations and rulings thereunder (“Section 409A”), so as to avoid the imposition of excise taxes and other penalties (“409A Penalties”) under Section 409A with respect to any amounts or benefits payable hereunder. In the event that any amounts or benefits payable hereunder would subject Nocchiero to 409A Penalties, the Company and Nocchiero shall cooperate diligently to amend the terms of this Agreement to the minimum extent required to avoid, insofar as possible, such that 409A Penalties while minimizing any material and adverse economic, tax or accounting impact on the Executive’s employment terminates within such period Company. (d) Except as set forth in Paragraph 2(a) above, Nocchiero is not entitled to receive, and shall not receive, any incentive, equity-based, severance, or other compensation or benefits of twelve (12) consecutive monthsany kind pursuant to the Employment Agreement, then subject to compliance with any other agreement, plan, or policy, or otherwise. Without limiting the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive generality of the Releaseforegoing in any way: (i) Nocchiero is not entitled to, and shall not receive, any payment under the Executive Merisant Company 2007 Supplemental Incentive Plan; and (ii) Nocchiero is not entitled to, and shall not receive, any amount under the Merisant Worldwide, Inc. 2005 Share Appreciation Plan, and agrees that, except as provided below, any and all Appreciation Awards previously granted to him thereunder are null, void and terminated in their entirety as of the Separation Date; provided, Nocchiero shall be entitled to receive payment of his award in connection with a lump sum severance payment equal covered transaction occurring within 180 days after the Separation Date pursuant to two times the sum second sentence of (i) the Executive’s Base Salary, as in effect at the time Section 3 of the Change in ControlMerisant Worldwide, and Inc. 2005 Share Appreciation Award Letter dated December 5, 2005 (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does which entitlement is not otherwise affect the time of payment of such lump sum severance pursuant to waived under this Section 6(cAgreement). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during In addition to the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than compensation provided for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within such period of twelve (12) consecutive months, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release12.1, the Executive shall be entitled to severance benefits as provided in this Section 12.2 upon his separation from service with Good Reason or upon his separation from service on account of the Company’s exercise of the Notice Exception. For purposes of this Section 12.2, the date of such separation from service is referred to as the Executive’s “Separation Date”. (a) Within sixty (60) days following the Separation Date, the Executive (or in the event of his subsequent death, his designated beneficiary) shall be entitled to receive a lump sum severance single cash payment equal to two times the sum a multiple of (i) the Executive’s Base Salary, Salary as in effect at on the time of the Change in Control, and Separation Date plus (ii) the greater of (A) the Executive’s target annual bonus under Section 4.2 for the fiscal year that includes the Separation Date or (B) the average of the actual annual bonuses paid to the Executive under Section 4.2 for the prior two fiscal years of ended before the Company ending prior to Separation Date. The multiplier shall be (X) three (3) if the Separation Date is within twenty-four months after a Change in Control, if anyor (Y) two (2) in all other cases. Such lump sum payment shall be made to the Executive within sixty (60) days following the date If all or any part of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance amount payable pursuant to this Section 6(c). In addition paragraph is delayed pursuant to the severance paymentlast sentence of ARTICLE 33, such amount shall bear interest until paid at an annual rate of 5%. (b) Following the Separation Date, the Executive shall be entitled to continued coverage at the special health care benefits described in this Section 12.2(b). (i) Executive shall be entitled to participate (treating the Executive as an “active employee” of the Company for this purpose) in the Company’s expense under any health insurance programs maintained by Medical Plan for Salaried Employees, as the same may be amended from time to time (the “Company Medical Plan”) during the period commencing immediately after participation would otherwise cease on account of Executive’s separation from service in the absence of this Agreement (and without regard to the continuation of coverage requirements of Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”)), and ending on the earliest of (A) the last day of the thirtieth (30th) month (thirty-sixth (36th) month if the Separation Date is within twenty-four (24) months after a Change in Control) following the Separation Date; (B) the date of Executive’s death; or (C) the last day of the month in which the Executive participated at becomes eligible for Medicare. The coverage required to be provided to the time of his termination, which coverage Executive pursuant to this Section 12.2(b)(i) shall be continued referred to herein as the “Extended Coverage” and the period during which the Extended Coverage is provided shall be referred to herein as the “Medical Plan Coverage Period.” The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with the Extended Coverage under the Company Medical Plan during the Medical Plan Coverage Period, including, if necessary, amending the applicable provisions of the Company Medical Plan and negotiating the addition of any necessary riders to any group health insurance contract. During the Medical Plan Coverage Period, the Executive shall pay the entire premium required for eighteen the Extended Coverage under the Company Medical Plan. The premium required for the Extended Coverage shall be equal to the premium required by COBRA for the continuation of individual coverage under the Company Medical Plan (18the “COBRA Rate”). Notwithstanding the foregoing, for any period of Extended Coverage after the COBRA Period (as defined below), as determined by the Company, the premium required for the Extended Coverage in such period shall be the greater of the COBRA Rate or the actuarially determined cost of the Extended Coverage as determined by an actuary selected by the Company. (ii) If at any time during the Medical Plan Coverage Period the Company is unable for whatever reason to provide the Executive with the Extended Coverage under the Company Medical Plan, the Company, consistent with sound business practices, shall use its best efforts to secure for the Executive coverage under an individual policy of health insurance providing coverage for the Executive which is substantially equivalent to the Extended Coverage to be provided under the Company Medical Plan (the “Individual Medical Policy”). In such event, the Executive shall pay the entire premium charged for coverage of the Executive under the Individual Medical Policy. (iii) The provisions of this paragraph shall apply only if the Medical Plan Coverage Period ends before the last day of the thirtieth (30th) month (thirty-sixth (36th) month if the Separation Date is within twenty-four (24) months or until, if earlierafter a Change in Control) following the Separation Date on account of the Executive’s entitlement to Medicare. In such event, the Executive shall on or prior to attainment of age 65 enroll in Medicare Parts A, B and D and shall obtain a Medicare supplemental policy (the “Medicare Supplemental Policy”) to become effective no later than the end of the Medical Plan Coverage Period. During the period beginning immediately after the end of the Medical Plan Coverage Period and ending on the earlier of the Executive’s date of death or the last day of the thirtieth (30th) month (thirty-sixth (36th) month if the Separation Date is within twenty-four (24) months after a Change in Control) following the Separation Date (the “Medicare Period”), the Executive obtains comparable shall at all times maintain and pay the premiums charged for Medicare Parts A, B and D coverage under and for a group health plan maintained Medicare Supplemental Policy. Each month during the Medicare Period, the Company shall reimburse the Executive for the premiums paid by a new employer. To the Executive for Medicare Part D and for the Medicare Supplemental Policy, to the extent the benefits amount of such premiums exceeds the then-applicable amount of the monthly contribution or premium charged an active full-time salaried employee participating in the Company Medical Plan for coverage of such active full-time salaried employee. Such reimbursement shall be made on a monthly basis within ten (10) business days after the Executive submits a written request for reimbursement accompanied by sufficient evidence demonstrating that the premiums subject to reimbursement were incurred. (iv) The Extended Coverage provided to the Executive pursuant to paragraph (i) of this Section 12.2(b) is intended to satisfy during the Medical Plan Coverage Period the continuation of coverage requirements of COBRA as such requirements apply to the Executive on account of separation from service. Executive shall complete such COBRA election materials as the Company may require in order to make the Extended Coverage available. Notwithstanding any contrary provision of this Section 12.2(b), the period of COBRA continuation coverage for Executive shall not expire prior to the end of the applicable period of continuation coverage to which the Executive would be entitled under COBRA (the “COBRA Period”). For any portion of the COBRA Period that continues after the end of the Medical Plan Coverage Period, the Executive shall be responsible for paying the full COBRA Rate for any continuation coverage he maintains during such COBRA Period. Notwithstanding the foregoing provisions of this Section 12.2(b), in the event that the Extended Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA during the Medical Plan Coverage Period, the Executive shall be entitled to elect COBRA continuation coverage in lieu of the Extended Coverage described in this Section 12.2(b). In such event, the Executive shall be responsible for paying the full amount of the premium charged for such COBRA continuation coverage under the Company Medical Plan at the COBRA Rate. (v) Each month during the Medical Plan Coverage Period, the Company shall pay to Executive a special benefit as determined pursuant to the provisions of this paragraph (the “Special Benefit”). The amount of the monthly Special Benefit shall be equal to the amount of the monthly premium actually paid by the Executive for the Extended Coverage for such month, less the then-applicable amount of the monthly contribution or premium charged an active full-time salaried employee participating in the Company Medical Plan for coverage of such active full-time salaried employee. The Special Benefit shall be payable on the 20th day of each calendar month, or within ten (10) business days thereafter, commencing in the first month of the Medical Plan Coverage Period. If all or any portion of a Special Benefit payment is delayed pursuant to the last sentence of ARTICLE 33, such amount shall bear interest until paid at an annual rate of 5%. (vi) In addition to the Special Benefit described in paragraph (v), the Company shall pay to the Executive each year during the Medical Plan Coverage Period a payment equal to the amount necessary to pay the federal and state income taxes imposed upon the Executive as a result of the receipt of the Special Benefit payments (i.e., a gross-up payment). The gross-up payment for each calendar year during the Medical Plan Coverage Period shall be paid to the Executive in a single lump sum payment on or prior to December 31 of each such calendar year. Each gross-up payment shall be determined pursuant to the following formula and expressing the Tax Rate as a decimal. 1- Tax Rate (vii) Executive shall pay for the Extended Coverage on a monthly basis. The premium or contribution due for Extended Coverage under the Company Medical Plan in any month shall be due on the last day of the immediately preceding sentence are otherwise taxable to month, provided that any payment received by the Executive, such benefits, for purposes of Section 409A Company within twenty (20) days of the Code (and due date shall be deemed timely. If Executive fails to pay any premium or contribution when due as provided in this paragraph, the regulations and other guidance issued thereunderCompany’s obligation to provide Extended Coverage under this Section 12.2(b) shall be provided as separate monthly in-kind payments of those benefits, and immediately expire. If Executive fails to pay the extent those benefits are subject to and not otherwise excepted from Section 409A premium within twenty (20) days of the Codedue date as described in the prior sentence, the provision Company will provide Executive with written notice of the in-kind benefits during one failure to make such premium payment. The written notice shall be furnished to Executive in the manner provided in ARTICLE 29. Executive shall have ten (10) days after the Company provides such notice within which to make the applicable premium payment and any such payment received by the Company within this ten (10) day period shall be considered timely. Executive hereby authorizes the Company to withhold from any monthly payment then due to Executive under this Agreement or otherwise the premiums or contributions required and then due under this Section 12.2(b) to pay for Extended Coverage for Executive. (viii) Expenses eligible for reimbursement under this Section 12.2(b) in a calendar year shall not affect the any expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year. Executive’s rights under this Section 12.2(b) are not subject to liquidation or exchange for any other benefit. (c) For thirty (30) months (thirty-sixth (36) months if the Separation Date is within twenty-four (24) months after a Change in Control) immediately following Executive’s Separation Date, the Company shall reimburse Executive for any premiums Executive pays to maintain life and disability insurance coverage equivalent to the Company-provided group coverage in effect for Executive at the time of his termination of employment, to the extent the amount of such premiums exceeds the then-applicable amount of the monthly contribution or premium charged an active full-time salaried employee participating in the Company’s group life and disability plans. Such reimbursement shall be made on a monthly basis within ten (10) business days after the Executive submits a written request for reimbursement accompanied by sufficient evidence demonstrating that the premiums subject to reimbursement were incurred. Expenses eligible for reimbursement under this Section 12.2(c) in a calendar year shall not affect any expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year. Executive’s rights under this Section 12.2(c) are not subject to liquidation or exchange for any other benefit. (d) Notwithstanding the foregoing, if a payment or reimbursement under this Section 12.2 would be otherwise be payable before the Separation Date, the Company shall delay making such payment or reimbursement until the month following the Separation Date.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his her employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2024, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, (A) the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any, and (B) any options, restricted shares, or other awards granted to the Executive under the 2013 Equity Plan or any replacement awards shall become fully vested and, in the case of options, exercisable in full. For purposes of the above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his her termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-in kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence If Tsanx'x xxxloyment is terminated as a result of a Change Qualifying Termination, as defined below, and if Tsanx xxxivers a fully executed release and waiver of all claims against the Company in Controlthe form attached hereto as Exhibit A, then, upon expiration of any applicable revocation period contained in the Release Agreement, the Company shall pay or provide Tsanx xxx following severance payment and benefits: (i) Tsanx xxxll receive the Executive is involuntarily terminated equivalent of nine (other than for Cause9) months of his then-current salary (the "Severance Payment"), which shall be payable in equal monthly installments beginning on the first day of the first full month following Tsanx'x Xxxlifying Termination and continuing on the first day of each month thereafter until fully paid. The Severance Payment is in lieu of any severance payment benefits which otherwise may at that time be available under the Company's applicable policies; provided, however, that nothing in this Agreement is intended to modify or (ii) supercede the Executive terminates his employment for Good Reason, or (iii) "Agreement re: Change In Control" entered into between Tsanx xxx the Company gives notice as of non-renewal of the Agreement such that the Executive’s employment terminates within such period of twelve (12) consecutive monthsNovember 1, then subject to compliance with the restrictive covenants in Section 9 2000, and Section 10 and the execution and timely return by the Executive of the Release, the Executive Tsanx shall be entitled to receive a lump sum whatever additional severance payment equal pay benefits, if any, for which he may qualify according to two times the sum terms of (i) the Executive’s Base Salary, as in effect at the time of the his Agreement re: Change in Control, and Control with the Company. (ii) For the average nine-month period following the Qualifying Termination of his employment, Tsanx xxxll be entitled to continue to participate in the annual bonuses paid following executive benefit programs which had been made available to him (including his family) before the Executive for Qualifying Termination: group medical insurance, group dental insurance, group-term life insurance, and disability insurance. The programs shall be continued in the prior two fiscal years of same way and at the Company ending same level as immediately prior to the Change Qualifying Termination. Tsanx'x xxxticipation in Controleach of such executive benefit programs shall be earlier terminated or reduced, as applicable, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those Tsanx xxxeives benefits are subject to as a result of concurrent coverage through another program. (iii) Tsanx'x xxxested stock options shall immediately become fully vested and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearexercisable.

Severance Payment and Benefits. IfThe Company will provide the payments set forth in this Section 2 in consideration and exchange for Vent's promises, agreements and obligations set out in this Agreement, so long as Vent submits this Agreement, properly executed, to Xxxxxx Xxxxx, Chief Executive Bear, within the time allowed herein, and adheres to the promises and agreements set out in this Agreement. (a) The Company shall continue Vent's base salary for a period of six (6) months following the Separation Date. This amount will be paid in accordance with the Company's regular payroll periods and practices, and applicable local, state and federal taxes and other required withholdings will be deducted. (b) Notwithstanding the provisions of the loan agreement evidenced in that Secured Promissory Note ("Note") between the parties dated September 19, 2001 and Repayment and Stock Pledge Agreement dated September 19, 2001 (together, "Loan") which require that the Note be due and payable on the ninetieth day following the date of Vent's termination of employment with the Company, payment of the Note shall not be accelerated as a result of Vent's termination of employment. Rather, the term of the Loan shall be determined under the provisions of the Note, and the principal amount of the Note shall be due and payable to the Company by Vent in accordance with the provisions of the Note, as if Vent had not terminated employment with the Company. (c) Vent may exercise his incentive stock options to the extent provided and otherwise in accordance with the Company's 2000 Stock Option Plan ("Option Plan")and his stock option agreements dated February 28, 2001 and September 13, 2001, provided, however, that Vent may exercise any such incentive stock options by tendering as the exercise price, shares of Company Common Stock issuable upon the conversion of the Series C Preferred Company Stock owned by Vent for a period of at least six (6) months as of the date of tender, and registered in his name. Those incentive stock options which would vest during the Employment Term at first quarter of 2004 shall be deemed to be vested as of the Separation Date. Unless otherwise revoked in writing, Vent hereby exercises such incentive stock options with an exercise price lower than than the valuation of the underlying Common Stock (as determined in accordance with Section 2(d)) as of the 89th day following the Separation Date. (d) Vent may exercise his nonqualified stock options to the extent provided and otherwise in accordance with the Option Plan and his stock option agreement dated April 3, 2000, as amended on September 13, 2001, provided, however, that Vent may exercise any time during such nonqualified stock options through a cashless exercise by tendering as the exercise price, shares of Company Common Stock issuable upon the conversion of the Series C Preferred Company Stock owned by Vent for a period of twelve at least six (126) consecutive months commencing as of the date of tender. The Compensation Committee shall withhold a sufficient number of shares of stock to cover the Company's withholding tax obligations incurred as a result of the exercise. The preliminary valuation of the Company's Common Stock is $8.74 per share, which will result in Vent recognizing income in the amount set forth on Schedule A hereto. The final determination of the valuation of the Company's Common Stock will be determined by the Compensation Committee based on a third-party appraisal and the Company will promptly notify Vent of such determination. The Company will use such valuation for purposes of determining the number of shares needed to satisfy the exercise price and withholding obligations. The Company will report Vent's income on a Form W-2 based on such valuation. Vent and the Company agree to take consistent reporting positions with respect to such income. Unless otherwise revoked in writing, Vent hereby exercises such nonqualified stock options as of the 179th day following the Separation Date. (e) Assuming Vent exercises all of his options with an exercise price of less than $8.74 using a cashless exercise, following the exercise Vent's stock holdings in the Company shall be as set forth on Schedule A hereto. All such stock holding are subject to the Stockholders Agreement dated September 19, 2001. (f) Vent shall be eligible to participate in the Company's group health plan(s) in which he currently participates for a period ending six (6) months after the Separation Date on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within such period of twelve (12) consecutive months, then subject same terms and conditions as available to compliance an active employee with the restrictive covenants in Section 9 Company. After such six-month period, Vent shall be provided with such continuation notices, rights and Section 10 and the execution and timely return by the Executive of the Release, the Executive obligations as may be required under federal or state law (including COBRA). (g) Vent shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, all vacation accrued but unused as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if anySeparation Date. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive He shall be entitled to continued coverage at no additional vacation accruals on and after such date. (h) Except as otherwise provided herein, on and after the Separation Date, Vent shall not participate in, or accrue additional rights or benefits under, any employee benefit plan, program or policy or any bonus plan, program or policy of the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his her employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2022, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s 's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s 's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his her termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-in- kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. IfProvided that Executive executes this Agreement and returns it to the Company so that it is received no later than October 21, during 2013, and does not exercise his revocation rights pursuant to Section 6 below and abides by his continuing obligations hereunder (including, without limitation, the Restrictive Covenants, as defined below), then the Company shall: (a) pay to Executive his accrued 2013 bonus, to be paid in such amount and at such time as the Company’s Board of Directors determines pursuant to the terms and conditions of the Company’s 2013 Short-Term Incentive Plan, which shall serve as full satisfaction of the Accrued Incentives under the Employment Term at any time during Agreement; (b) provide Executive with a payment for the Average Bonus (as defined in Section 4(d)(3) the Employment Agreement) equal to $88,000, which shall be paid to Executive on the Delayed Payment Date (as defined in Section 4(g) of the Employment Agreement); (c) continue to pay to Executive an annualized sum equal to $360,000 for a period of twelve 18 months following the Separation Date (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause“Salary Continuation”), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement which such that the Executive’s employment terminates within such period of twelve (12) consecutive months, then subject to compliance Salary Continuation shall be paid in installments in accordance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive normal payroll practices of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, however, that the first installment payment shall not be made until the Delayed Payment Date and such reduction does not otherwise affect first installment shall include any Salary Continuation accrued during the time of payment of such lump sum severance pursuant to this Section 6(c). In addition period from the Separation Date to the severance paymentDelayed Payment Date; and (d) During the portion, if any, of the 18-month period following the Separation Date that Executive shall be entitled elects to continued continue coverage at for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s expense group health plans under any health insurance programs maintained the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Section 4980B of the Internal Revenue Code of 1986, the Company shall promptly reimburse Executive on a monthly basis for the amount Executive pays to effect and continue such coverage (“COBRA Reimbursement Amounts”); provided, however, that payment of the COBRA Reimbursement Amounts by the Company in which the to Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, cease immediately upon the date the that Executive obtains comparable coverage under begins providing services to a subsequent employer. Nothing contained herein is intended to limit or otherwise restrict Executive’s rights to continued group health plan maintained by a new employer. To pursuant to COBRA at Executive’s own expense following the extent period described in the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of this Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year2(c).

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his her employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2024, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, (A) the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s 's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any, and (B) any options, restricted shares, or other awards granted to the Executive under the 2013 Equity Plan or any replacement awards shall become fully vested and, in the case of options, exercisable in full. For purposes of the above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s 's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his her termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-in kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. IfSubject to Paragraph 1, during in addition to receiving full and final payment of salary, outstanding benefits, and/or expense reimbursement, Employee will be paid an aggregate amount of $562,314.00, subject to applicable withholding for old-age, survivors, and disability insurance tax, or hospital insurance tax, payable by the Employment Term at any time during Company under Section 3111 of the Internal Revenue Code, other federal, state and local withholding taxes, and other legally required and/or permitted deductions (the “Aggregate Amount”). The Aggregate Amount shall be paid to Employee as follows: a. Severance Xxxxxxx xx the amount of $562,314, subject to applicable withholdings, payable in four equal quarterly installments, the first of such installments to be paid on the regular payroll date following the 8th day after Employee executes, and does not revoke, this Severance Agreement, or the Separation Date, whichever is later. b. Provided Employee timely elects COBRA coverage through proper notice and remains eligible for COBRA, the Company agrees to pay the COBRA coverage premiums for Employee’s elected COBRA coverage for medical, dental, and vision benefits for the period until the earliest of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive March 31, 2000, (xx) xxx xxxx xx which Employee is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reasonentitled to coverage under another medical plan, or (iii) the Company gives notice of non-renewal end of the Agreement such that the Executive’s employment terminates within such period of twelve during which Employee is entitled to COBRA coverage (12) consecutive months, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be “COBRA Subsidy”). The period during which Employee is entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance COBRA Subsidy pursuant to this Section 6(c). In paragraph shall run concurrently with and shall not extend the period during which Employee is entitled to COBRA coverage under applicable law. c. Employee is eligible for transitional outplacement benefits; d. Employee understands and agrees that all unvested equity as of March 18, 2017, with the exception of performance shares, will be accelerated to vest as of the Separation Date in addition to any equity that vested or vests on or before the severance payment, the Executive shall be entitled Separation Date. Each such award will expire according to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearits terms.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2026, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, (A) the Executive shall be entitled to receive a lump sum severance payment equal to two three times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any, and (B) any options, restricted shares, or other awards granted to the Executive under the 2013 Equity Plan or any replacement awards shall become fully vested and, in the case of options, exercisable in full. For purposes of the above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-in kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2024, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, (A) the Executive shall be entitled to receive a lump sum severance payment equal to two three times the sum of (i) the Executive’s 's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any, and (B) any options, restricted shares, or other awards granted to the Executive under the 2013 Equity Plan or any replacement awards shall become fully vested and, in the case of options, exercisable in full. For purposes of the above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s 's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-in kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within Agreement, or (iv) such period of twelve (12) consecutive monthsmonths includes December 31, 2022, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two three times the sum of (i) the Executive’s 's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s 's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment and Benefits. If, during In addition to the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than compensation provided for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within such period of twelve (12) consecutive months, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release12.1, the Executive shall be entitled to severance benefits as provided in this Section 12.2 upon his separation from service with Good Reason or upon his separation from service on account of the Company’s exercise of the Notice Exception. For purposes of this Section 12.2, the date of such separation from service is referred to as the Executive’s “Separation Date”. (a) Within sixty (60) days following the Separation Date, the Executive (or in the event of his subsequent death, his designated beneficiary) shall be entitled to receive a lump sum severance single cash payment equal to two times the sum a multiple of (i) the Executive’s Base Salary, Salary as in effect at on the time of the Change in Control, and Separation Date plus (ii) the greater of (A) the Executive’s target annual bonus under Section 4.2 for the fiscal year that includes the Separation Date or (B) the average of the actual annual bonuses paid to the Executive under Section 4.2 for the prior two fiscal years of ended before the Company ending prior to Separation Date. The multiplier shall be (X) three (3) if the Separation Date is within twenty-four months after a Change in Control, if anyor (Y) two (2) in all other cases. Such lump sum payment shall be made to the Executive within sixty (60) days following the date If all or any part of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance amount payable pursuant to this Section 6(c). In addition paragraph is delayed pursuant to the severance paymentlast sentence of ARTICLE 33, such amount shall bear interest until paid at an annual rate of 5%. (b) Following the Separation Date, the Executive shall be entitled to continued coverage at the special health care benefits described in this Section 12.2(b). (i) Executive shall be entitled to participate (treating the Executive as an “active employee” of the Company for this purpose) in the Company’s expense under any health insurance programs maintained by Medical Plan for Salaried Employees, as the same may be amended from time to time (the “Company Medical Plan”) during the period commencing immediately after participation would otherwise cease on account of Executive’s separation from service in the absence of this Agreement (and without regard to the continuation of coverage requirements of Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”)), and ending on the earliest of (A) the last day of the thirtieth (30th) month (thirty-sixth (36th) month if the Separation Date is within twenty-four (24) months after a Change in Control) following the Separation Date; (B) the date of Executive’s death; or (C) the last day of the month in which the Executive participated at becomes eligible for Medicare. The coverage required to be provided to the time of his termination, which coverage Executive pursuant to this Section 12.2(b)(i) shall be continued referred to herein as the “Extended Coverage” and the period during which the Extended Coverage is provided shall be referred to herein as the “Medical Plan Coverage Period.” The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with the Extended Coverage under the Company Medical Plan during the Medical Plan Coverage Period, including, if necessary, amending the applicable provisions of the Company Medical Plan and negotiating the addition of any necessary riders to any group health insurance contract. During the Medical Plan Coverage Period, the Executive shall pay the entire premium required for eighteen the Extended Coverage under the Company Medical Plan. The premium required for the Extended Coverage shall be equal to the premium required by COBRA for the continuation of individual coverage under the Company Medical Plan (18the “COBRA Rate”). Notwithstanding the foregoing, for any period of Extended Coverage after the COBRA Period (as defined below), as determined by the Company, the premium required for the Extended Coverage in such period shall be the greater of the COBRA Rate or the actuarially determined cost of the Extended Coverage as determined by an actuary selected by the Company. (ii) If at any time during the Medical Plan Coverage Period the Company is unable for whatever reason to provide the Executive with the Extended Coverage under the Company Medical Plan, the Company, consistent with sound business practices, shall use its best efforts to secure for the Executive coverage under an individual policy of health insurance providing coverage for the Executive which is substantially equivalent to the Extended Coverage to be provided under the Company Medical Plan (the “Individual Medical Policy”). In such event, the Executive shall pay the entire premium charged for coverage of the Executive under the Individual Medical Policy. (iii) The provisions of this paragraph shall apply only if the Medical Plan Coverage Period ends before the last day of the thirtieth (30th) month (thirty-sixth (36th) month if the Separation Date is within twenty-four (24) months or until, if earlierafter a Change in Control) following the Separation Date on account of the Executive’s entitlement to Medicare. In such event, the Executive shall on or prior to attainment of age 65 enroll in Medicare Parts A, B and D and shall obtain a Medicare supplemental policy (the “Medicare Supplemental Policy”) to become effective no later than the end of the Medical Plan Coverage Period. During the period beginning immediately after the end of the Medical Plan Coverage Period and ending on the earlier of the Executive’s date of death or the last day of the thirtieth (30th) month (thirty-sixth (36th) month if the Separation Date is within twenty-four (24) months after a Change in Control) following the Separation Date (the “Medicare Period”), the Executive obtains comparable shall at all times maintain and pay the premiums charged for Medicare Parts A, B and D coverage under and for a group health plan maintained Medicare Supplemental Policy. Each month during the Medicare Period, the Company shall reimburse the Executive for the premiums paid by a new employer. To the Executive for Medicare Part D and for the Medicare Supplemental Policy, to the extent the benefits amount of such premiums exceeds the then-applicable amount of the monthly contribution or premium charged an active full-time salaried employee participating in the Company Medical Plan for coverage of such active full-time salaried employee. Such reimbursement shall be made on a monthly basis within ten (10) business days after the Executive submits a written request for reimbursement accompanied by sufficient evidence demonstrating that the premiums subject to reimbursement were incurred. (iv) The Extended Coverage provided to the Executive pursuant to paragraph (i) of this Section 12.2(b) is intended to satisfy during the Medical Plan Coverage Period the continuation of coverage requirements of COBRA as such requirements apply to the Executive on account of separation from service. Executive shall complete such COBRA election materials as the Company may require in order to make the Extended Coverage available. Notwithstanding any contrary provision of this Section 12.2(b), the period of COBRA continuation coverage for Executive shall not expire prior to the end of the applicable period of continuation coverage to which the Executive would be entitled under COBRA (the “COBRA Period”). For any portion of the COBRA Period that continues after the end of the Medical Plan Coverage Period, the Executive shall be responsible for paying the full COBRA Rate for any continuation coverage he maintains during such COBRA Period. Notwithstanding the foregoing provisions of this Section 12.2(b), in the event that the Extended Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA during the Medical Plan Coverage Period, the Executive shall be entitled to elect COBRA continuation coverage in lieu of the Extended Coverage described in this Section 12.2(b). In such event, the Executive shall be responsible for paying the full amount of the premium charged for such COBRA continuation coverage under the immediately preceding sentence are otherwise taxable Company Medical Plan at the COBRA Rate. (v) Each month during the Medical Plan Coverage Period, the Company shall pay to Executive a special benefit as determined pursuant to the Executiveprovisions of this paragraph (the “Special Benefit”). The amount of the monthly Special Benefit shall be equal to the amount of the monthly premium actually paid by the Executive for the Extended Coverage for such month, less the then-applicable amount of the monthly contribution or premium charged an active full-time salaried employee participating in the Company Medical Plan for coverage of such active full-time salaried employee. The Special Benefit shall be payable on the 20th day of each calendar month, or within ten (10) business days thereafter, commencing in the first month of the Medical Plan Coverage Period. If all or any portion of a Special Benefit payment is delayed pursuant to the last sentence of ARTICLE 33, such benefitsamount shall bear interest until paid at an annual rate of 5%. (vi) In addition to the Special Benefit described in paragraph (v), for purposes of Section 409A the Company shall pay to the Executive each year during the Medical Plan Coverage Period a payment equal to the amount necessary to pay the federal and state income taxes imposed upon the Executive as a result of the Code receipt of the Special Benefit payments (and i.e., a gross-up payment). The gross-up payment for each calendar year during the regulations and other guidance issued thereunder) Medical Plan Coverage Period shall be provided as separate monthly in-kind payments of those benefits, and paid to the extent those benefits are subject Executive in a single lump sum payment on or prior to and not otherwise excepted from Section 409A December 31 of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other each such calendar year.. Each gross-up payment shall be determined pursuant to the following formula and expressing the Tax Rate as a decimal. Gross-up Amount = Special Benefit Amount X (1 + ( Tax Rate X ( 1 ))) Less Special Benefit Amount