Common use of Severance Payment and Severance Benefits Clause in Contracts

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement the Company terminates the Employee's employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not apply, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's release as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a), collectively "Severance Benefits").

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement Agreement, either (i) the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or (ii) the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and (iii) such termination of employment constitutes a Separation from Service and (iv) Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five within ninety (590) business days following the effective Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon the Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below8. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Section 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Section 7(a)(ii). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement Agreement, the Company terminates the Employee's employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not apply, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's annual rate of Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's release as described in Section 8 below8. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and but unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a7(a)(ii), collectively collectively, "Severance Benefits"). (iii) As of the date of the Employee's termination of employment, the Employee will be credited with an additional one (1) year of service with the Company for purposes of vesting under all executive compensation programs maintained by the Company, including (without limitation) incentive compensation, deferred compensation, bonus, stock option, stock appreciation rights, restricted stock, phantom stock or similar plans maintained by the Company (any contrary provisions of such plans notwithstanding) but not including any pension, thrift or profit-sharing plan intended to qualify under Section 401(a) of the Code. The additional one (1) year credit under the preceding sentence shall also be counted as continued employment with the Company for purposes of determining the expiration date of any stock option granted by the Company and held by the Employee at the time his employment terminates. This Section 7(a)(iii) shall not be construed to require the Company to grant any new awards to the Employee under any executive compensation program.

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement Term, (i) either the Company terminates the Employee's ’s employment for any reason other than Cause or Disability Disability, or the Employee voluntarily resigns his Employee’s employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason Reason, and (ii) such termination of employment constitutes a Separation from Service, and (iii) Section 6 does not apply, thenthen as severance: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five within ninety (590) business days following Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the effective second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of the such Separation from Service and (iii) in all cases, such payment shall be conditioned upon Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation8. (ii) For Either (X) for the period of one (1) year following such termination, the Company shall (i) pay or reimburse the Employee for medical, dental and health vision insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee and eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and or (iiY) cause group long-the Employee may elect to participate, at Employee’s cost, in the Company’s existing retiree health plan, if any, upon the Employee meeting the plan’s eligibility requirements upon termination. Whether Employee selects COBRA continuation coverage under clause (X) above or enrollment in the Company retiree health plan under clause (Y) above (which the Employee understands are mutually exclusive), provided Employee converts his basic term disability life insurance coverage and at the time of termination, the Company also shall cause the basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period following any such termination (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide the equivalent of such long-term disability or basic term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination termination, or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(aSubsection 7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue the basic term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Subsection 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Subsection 7(a)(ii). The amount of any in-kind benefits provided under this Subsection 7(a)(ii) with respect to life insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to Employee under this Subsection 7(a)(ii) with respect to life insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, either (i) the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or (ii) the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and (iii) such termination of employment constitutes a Separation from Service and (iv) Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, an amount equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five in a lump sum within ninety (590) business days following the effective Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon the Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation8. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Section 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Section 7(a)(ii). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, either (i) the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or (ii) the Employee voluntarily resigns his her employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and (iii) such termination of employment is a Separation from Service and (iv) Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five within ninety (590) business days following the effective Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon the Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation8. (ii) For Either (X) for the period of one (1) year following such termination, the Company shall (i) pay or reimburse the Employee for dental dental, health and health vision insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, or (Y) in the event the Employee does not elect such COBRA continuation coverage under clause (X) above, the Employee, if eligible under the terms of the URS Retiree Medical Plan, shall be entitled to participate and the Company shall permit and facilitate the Employee’s enrollment for her lifetime (iiand to the extent eligible her dependents, including her surviving spouse for his lifetime), at the Employee’s cost (or at the cost of her surviving spouse), in the Company’s dental, health and vision plans selected by the Employee under the URS Retiree Medical Plan (or any replacement or successor plan or, absent any replacement or successor plan, in such other plan as may then be maintained or sponsored by the Company for its employees) in accordance with the terms of such Plan. Whether the Employee selects COBRA continuation coverage under clause (X) above or enrollment in the URS Retiree Medical Plan under clause (Y) above (which the Employee understands are mutually exclusive), the Company also shall cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period following any such termination (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Section 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Section 7(a)(ii). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or the Employee voluntarily resigns his her employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) and Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 below. In addition; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of her separation from service with the employment terminationCompany, the Company Severance Payment shall pay to be made in a lump sum on the Employee all accrued date that is six (6) months and unpaid vacationone (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. (ii) For Either (X) for the period of one (1) year following such termination, the Company shall (i) pay or reimburse the Employee for dental dental, health and health vision insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee under the Comprehensive Omnibus Reconciliation Act of 1985, as amended (“COBRA”), within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, or (Y) in the event the Employee does not elect such COBRA continuation coverage under clause (X) above, the Employee, if eligible under the terms of the URS Retiree Medical Plan, shall be entitled to participate and the Company shall permit and facilitate the Employee’s enrollment for her lifetime (iiand to the extent eligible her dependents, including her surviving spouse for his lifetime), at the Employee’s cost (or at the cost of her surviving spouse), in the Company’s dental, health and vision plans selected by the Employee under the URS Retiree Medical Plan (or any replacement or successor plan or, absent any replacement or successor plan, in such other plan as may then be maintained or sponsored by the Company for its employees) in accordance with the terms of such Plan. Whether the Employee selects COBRA continuation coverage under clause (X) above or enrollment in the URS Retiree Medical Plan under clause (Y) above (which the Employee understands are mutually exclusive), the Company also shall cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period following any such termination (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year. (The payments and benefits specified under this Subdivision (iiSubsection 7(a)(ii) of Section 7(a), collectively "are referred to in this Agreement as “Severance Benefits"”.).

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or the Employee voluntarily resigns his her employment for Good Reason (as defined below) within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not applyReason, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects)amount (“Severance Payment”) in, as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If , plus a pro-rata target bonus based on the Severance Payment is paid in installments, it shall be paid at number of calendar days employed during the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder year of the Severance Payment in a lump sumtermination divided by 365. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 7 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) if the Employee elects COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), reimburse the Employee for a portion of the dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA such continuation coverage within equal to the meaning same portion of Section 4980B(f)(2) such premiums generally paid by the Company at the time of such termination for the benefit of other employees of the Internal Revenue Code Company with responsibilities, organizational level and titles comparable to those of 1986, as amended (the "Code"), provided the Employee elects such continuation coverageEmployee, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a6(a), collectively "“Severance Benefits"”).

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement the Company terminates the Employee's employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not apply, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's annual rate of Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's release as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a), collectively "Severance Benefits").

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and such termination of employment constitutes a “Separation from Service” (as such term is defined in Treasury Regulation Section 6 does not apply1.409A-1(h)), then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 7 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the Company, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 7. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (iX) pay or reimburse the Employee for dental dental, health and health vision insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee under the Comprehensive Omnibus Reconciliation Act of 1985, as amended (“COBRA”) within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, coverage and (iiY) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period following any such termination (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(aSubsection 6(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Subsection 6(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Subsection 6(a)(ii). The amount of any in-kind benefits provided under this Section 6(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Notwithstanding any of the foregoing to the contrary, if the Employee selects COBRA continuation coverage under clause (X) above and the Company determines, in its sole discretion, that it cannot provide the COBRA premium payment benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the Employee for the applicable period that the Company would otherwise have provided the COBRA premium payment benefits, a taxable monthly amount to continue the Employee’s health, dental and vision coverage in effect on the date of Separation from Service (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether the Employee elects COBRA continuation coverage. Any and all payments due to the Employee under this Section 6(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement Agreement, the Company terminates the Employee's ’s employment for any reason other than Cause or Disability Cause, or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not applyReason, or the Employee voluntarily resigns his employment for any reason at any time after the first anniversary of the Effective Date, then: (i) The Company shall pay to the Employee in a lump sum an amount ("the “Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent the sum of (100%x) the Retention Bonus if and only if and to the extent the Retention Bonus has not previously been paid pursuant to Section 4(b), plus (y) fifty thousand dollars ($50,000) in lieu of providing financial counseling benefits to the Employee's Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing in a lump sum not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 7 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), at the time of his separation from service with the Company, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 7. The Severance Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Section 4 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to the Retention Bonus. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one eighteen (118) year months following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one eighteen (118) year month period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one eighteen (118) year month period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a6(a), collectively "“Severance Benefits"”). The amount of any in-kind benefits provided under this Section 6(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 6(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement the Company terminates the Employee's employment for any reason other than Cause or Disability or the Employee voluntarily resigns his her employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not apply, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's release as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a), collectively "Severance Benefits").

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement Term, either (i) the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or the (ii) Employee voluntarily resigns his Employee’s employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and (iii) such termination of employment constitutes a Separation from Service and (iv) Section 6 does not apply, thenthen as severance: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five within ninety (590) business days following Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the effective second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of the such Separation from Service and (iii) in all cases, such payment shall be conditioned upon Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation8. (ii) For Either (X) for the period of one (1) year following such termination, the Company shall (i) pay or reimburse the Employee for medical, dental and health vision insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee and eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and or (iiY) cause group long-the Employee may elect to participate, at Employee’s cost, in the Company’s existing retiree health plan, if any, upon the Employee meeting the plan’s eligibility requirements upon termination. Whether Employee selects COBRA continuation coverage under clause (X) above or enrollment in the Company retiree health plan under clause (Y) above (which the Employee understands are mutually exclusive), provided Employee converts his basic term disability life insurance coverage and at the time of termination, the Company also shall cause the basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period following any such termination (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide the equivalent of such long-term disability or basic term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination termination, or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(aSubsection 7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue the basic term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Subsection 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Subsection 7(a)(ii). The amount of any in-kind benefits provided under this Subsection 7(a)(ii) with respect to life insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to Employee under this Subsection 7(a)(ii) with respect to life insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement and provided that Section 6 does not apply and such termination of employment constitutes a Separation from Service and, (x) the Company terminates the Employee's ’s employment for any reason other than Cause reason, (y) on or Disability or before June 29, 2009 the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not applyReason, or (z) on or after June 30, 2009 the Employee voluntarily resigns his employment for any reason, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one million one hundred percent fifty two thousand dollars (100%) of the Employee's Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum$1,152,000). The Severance Payment shall be paid commencing not more than five made in a lump sum within ninety (590) business days following the effective Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon the Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below8. The Severance Payment shall be in lieu of (A) any further payments to the Employee under Section 3 and (B) any further accrual of benefits under Section 4 with respect to periods subsequent to the date of employment termination. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision Section 7(a)(ii), collectively, “Severance Benefits”). If the Company elects to pay the Employee one hundred fifty percent (ii150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Section 7(a7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Section 7(a)(ii). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), collectively "Severance Benefits")in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year. .

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement the Company terminates the Employee's employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not apply, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one (i) two hundred percent (100200%) of the Employee's annual rate of Base Compensation as in effect on the date of employment termination; and (ii) the Employee's unpaid targeted annual bonus award as in effect under Section 3 of the date of employment termination, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the date of employment termination, and the denominator of which is three hundred sixty-five (365). In the event of resignation pursuant to Section 6(b)(i), for purposes of the forgoing sentence the Employee's Base Compensation and targeted annual bonus shall be calculated as though a reduction had not occurred. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's release as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a), collectively "Severance Benefits").

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) and Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 below. In addition; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the employment terminationCompany, the Company Severance Payment shall pay to be made in a lump sum during the Employee all accrued and unpaid vacationseventh (7) month following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. (ii) For the period of one (1) year following such termination, the Company shall (i) pay or reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee under the Comprehensive Omnibus Reconciliation Act of 1985, as amended (“COBRA”), within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall . be payable no later than December 31 of the succeeding calendar year. (The payments and benefits specified under this Subdivision (iiSubsection 7(a)(ii) of Section 7(a), collectively "are referred to in this Agreement as “Severance Benefits"”.).

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, either (i) the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or (ii) the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and (iii) such termination of employment constitutes a Separation from Service and (iv) Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the Company, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (iX) pay or reimburse the Employee for dental dental, health and health vision insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee under the Comprehensive Omnibus Reconciliation Act of 1985, as amended (“COBRA”) within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, coverage and (iiY) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period following any such termination (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(aSubsection 7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Subsection 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Subsection 7(a)(ii). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Notwithstanding any of the foregoing to the contrary, if the Employee selects COBRA continuation coverage under clause (X) above and the Company determines, in its sole discretion, that it cannot provide the COBRA premium payment benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the Employee for the applicable period that the Company would otherwise have provided the COBRA premium payment benefits, a taxable monthly amount to continue the Employee’s health, dental and vision coverage in effect on the date of Separation from Service (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether the Employee elects COBRA continuation coverage. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement Agreement, either (i) the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or (ii) the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and (iii) such termination of employment constitutes a Separation from Service and (iv) Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five within ninety (590) business days following the effective Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon the Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below8. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Section 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Section 7(a)(ii). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year. .

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason Reason, and Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, an amount equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing in a lump sum not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 below. In addition, at below or such later date as may be necessary to avoid the time excise tax imposed by Section 409A of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacationCode. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a), collectively "Severance Benefits").would

Severance Payment and Severance Benefits. In the event that, during the term of the Employee’s employment under this Agreement Agreement, either (i) the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or (ii) the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and (iii) such termination of employment is a Separation from Service and (iv) Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five within ninety (590) business days following the effective Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum during the seventh (7th) month following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon the Employee's ’s release becoming effective in accordance with its terms as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation8. (ii) For the period of one (1) year following such termination, the Company shall (i) pay or reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage for the Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a7(a)(ii), collectively "“Severance Benefits"”). If the Company elects to pay the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue long-term disability or term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Section 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Section 7(a)(ii). The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year. Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement the Company terminates the Employee's ’s employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not apply, then: (i) The Company shall pay an amount ("“Severance Payment"”) in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's ’s Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's ’s release as described in Section 8 below. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "“Code"”), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's ’s election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision (ii) of Section 7(a), collectively "“Severance Benefits"”).

Severance Payment and Severance Benefits. In the event that, during the term of this Agreement Agreement, the Company terminates the Employee's employment for any reason other than Cause or Disability or the Employee voluntarily resigns his employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason and Section 6 does not apply, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's annual rate of Base Compensation as in effect on the date of employment termination. If the Severance Payment is paid in installments, it shall be paid at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. The Severance Payment shall be paid commencing not more than five (5) business days following the effective date of the Employee's release as described in Section 8 below8. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and but unpaid vacation. (ii) For the period of one (1) year following such termination, the Company shall (i) reimburse the Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year period to obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) cause group long-term disability insurance coverage and basic term life insurance coverage (excluding the additional life insurance coverage provided pursuant to the second sentence of Section 4) then provided to the Employee by the Company, if any, to be continued for such one (1) year period (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company's election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subdivision Section 7(a) (ii) of Section 7(a), collectively collectively, "Severance Benefits"). (iii) As of the date of the Employee's termination of employment, the Employee will be credited with an additional one (1) year of service with the Company for purposes of vesting under all executive compensation programs maintained by the Company, including (without limitation) incentive compensation, deferred compensation, bonus, stock option, stock appreciation rights, restricted stock, phantom stock or similar plans maintained by the Company (any contrary provisions of such plans notwithstanding) but not including any pension, thrift or profit-sharing plan intended to qualify under Section 401(a) of the Code. The additional one (1) year credit under the preceding sentence shall also be counted as continued employment with the Company for purposes of determining the expiration date of any stock option granted by the Company and held by the Employee at the time his employment terminates. This Section 7(a)(iii) shall not be construed to require the Company to grant any new awards to the Employee under any executive compensation program.