Common use of Severance Upon Termination Clause in Contracts

Severance Upon Termination. If, during the Term, the Executive's employment is terminated by the Company without Cause, or the Executive shall terminate employment for Good Reason prior to a Change in Control of the Company (the date of termination is referred to as the "Termination Date"), then the Company shall pay the Executive in lieu of other damages, an amount (the "Severance Payments") equal to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination.

Severance Upon Termination. If, during the Term, the Executive's employment is terminated by the Company without Cause, or the Executive shall terminate employment for Good Reason prior to a Change in Control of the Company (the date of termination is referred to as the "Termination Date"), then the Company shall pay the Executive in lieu of other damages, an amount (the "Severance Payments") equal to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year two years (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination.

Severance Upon Termination. If, during the Term, the Executive(i) Upon termination of Employee's employment is terminated under this Agreement by the Company without Cause, Cause or the Executive shall terminate employment by Employee for Good Reason prior (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to a Change in Control the Date of Termination, the Company (shall pay to the Employee severance equal to 6 months base salary at the rate then in effect at the time of Notice of Termination. Such severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the current medical and dental coverage elected by the Employee as of the date of termination for the duration the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 shall be read in conjunction with Section 1 (d), and entitles the employee to a maximum of 6 months salary, benefits, or notice under this Agreement. Hence, if an employee is referred relieved of duties and receives payments or continued benefits during the Notice Period, then such pay shall count as severance for the purposes of determining the amount to as be paid under 2 (a) and shall count against the "Termination Date")total period of continued benefits. (ii) If the Company terminates the Employee's employment during the term of this Agreement for Cause or if the Employee terminates his employment other than for Good Reason, then the Company shall pay have no further payment obligations to Employee. (iii) Except as it relates to the Executive receipt of severance and continued benefits (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in lieu of other damages, an amount Section 2 (a) will immediately cease in the "Severance Payments") event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to his then current Base Salary payable in installments at or greater than the same time monthly base salary rate paid by the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.

Severance Upon Termination. If, during the Term, the Executive's employment is terminated by the Company without Cause, or the Executive shall terminate employment for Good Reason prior to a Change in Control of the Company (the date of termination is referred to as the "Termination Date"), then the Company shall pay the Executive in lieu of other damages, an amount (the "Severance Payments") equal to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year eight months (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination.

Severance Upon Termination. If, during the Term, If the Executive's employment is terminated by the Company without Cause, or the Executive shall terminate employment for Good Reason prior to other than upon an Executive Change or upon a Change in Control of the Company (the date of termination is referred to as the "Termination Date")Company, then the Company shall pay the Executive in lieu of other damages, an amount (the "Severance Payments") equal to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year two years (the period over which the Severance Payments are made is referred to as the "Severance Period"). If Executive shall terminate his employment upon an Executive Change, then the Company shall pay the Executive in lieu of other damages, an amount equal to the Executive's then current Base Salary payable in installments over one year, which shall be the Severance Period. The Company shall have no liability to make any Severance Payments severance payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, (i) any Company stock options not vested at the time of termination shall immediately become vested and remain exercisable for their term as if Executive's employment had not been terminated and (ii) the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable lawplans. In the event of If Executive causes a Voluntary Termination, the Executive he shall receive only his those amounts earned but unpaid Base Salary as not distributed under the relevant plan, program or practice of the date of his terminationCompany.

Severance Upon Termination. If, during the Term, the Executive's (a) Upon termination of Employee’s employment is terminated under this Agreement by the Company without Cause, Cause or the Executive shall terminate employment by Employee for Good Reason prior (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to 12 months average monthly annual base salary1. Such severance payment shall be made according to the Company’s normal payroll process spread out equally over the severance period. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section shall be read in conjunction with Section 6 c, and shall entitle Employee to a Change in Control maximum of 12 months severance, benefits, or notice under this Agreement. (b) If the Company (terminates the date Employee’s employment during the term of termination is referred to as this Agreement for Cause or if the "Termination Date")Employee terminates his employment other than for Good Reason, then the Company shall pay have no further payment obligations to Employee. (c) Except as it relates to the Executive in lieu receipt of other damagesseverance (which shall be solely granted under the terms of this Agreement), an amount (the "Severance Payments") equal this Agreement shall not affect any payments due to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance Employee under applicable law as a result of the Term or termination of his employment (ii) one year (such as payment of earned wages). 1 The average annual monthly base salary shall be calculated using the period over which average of the Severance Payments are made is referred to as cash compensation received by Employee in the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable twelve months prior to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser Date of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination.

Severance Upon Termination. If, during the Term, the Executive(i) Upon termination of Employee's employment is terminated under this Agreement by the Company without Cause, Cause or the Executive shall terminate employment by Employee for Good Reason prior (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to a Change in Control the Date of Termination, the Company (shall pay to the Employee severance equal to 12 months base salary at the rate then in effect at the time of Notice of Termination. Such severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the current medical and dental coverage elected by the Employee as of the date of termination for the duration the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 shall be read in conjunction with Section 1 (d), and entitles the employee to a maximum of 12 months salary, benefits, or notice under this Agreement. Hence, if an employee is referred relieved of duties and receives payments or continued benefits during the Notice Period, then such pay shall count as severance for the purposes of determining the amount to as be paid under 2 (a) and shall count against the "Termination Date")total period of continued benefits. (ii) If the Company terminates the Employee's employment during the term of this Agreement for Cause or if the Employee terminates his employment other than for Good Reason, then the Company shall pay have no further payment obligations to Employee. (iii) Except as it relates to the Executive receipt of severance and continued benefits (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in lieu of other damages, an amount Section 2 (a) will immediately cease in the "Severance Payments") event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to his then current Base Salary payable in installments at or greater than the same time monthly base salary rate paid by the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 12 months average monthly annual base salary paid by the Company and the 12 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.

Severance Upon Termination. If, during the Term, the Executive's (a) Upon termination of Employee’s employment is terminated under this Agreement by the Company without Cause, Cause or the Executive shall terminate employment by Employee for Good Reason prior (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to the annual salary amount then in effect at the time of the termination. Such severance payment shall be made according to the Company’s normal payroll process spread out equally over the severance period. During the severance period provided herein, Employee’s stock options shall continue to vest, which continued vesting will cease at expiration of the severance period. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 7 shall be read in conjunction with Section 6 c, and entitles the employee to a Change in Control maximum of 12 months salary, benefits, or notice under this Agreement. (b) If the Company (terminates the date Employee’s employment during the term of termination is referred to as this Agreement for Cause or if the "Termination Date")Employee terminates his employment other than for Good Reason, then the Company shall pay have no further payment obligations to Employee. (c) Except as it relates to the Executive in lieu receipt of other damagesseverance (which shall be solely granted under the terms of this Agreement), an amount (the "Severance Payments") equal this Agreement shall not affect any payments due to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance Employee under applicable law as a result of the Term or (ii) one year (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his terminationemployment (such as payment of earned wages).

Severance Upon Termination. If, during a) If the Term, Company elects to terminate the Executive's employment is terminated by the Company without Cause, Cause or the Executive shall terminate employment for Good Reason prior resigns pursuant to a Change in Control of the Company (the date of termination is referred to as the "Termination Date"Sections 5(d) or 5(e), then the Company shall pay the Executive a severance payment equal to (i) six months of the Executive's then current annual base salary, less applicable taxes and withholdings, if the Company gives the Executive notice of termination of his employment, or the Executive gives notice of his resignation, as the case may be, before the first anniversary of the Commencement Date, or (ii) twelve months of the Executive's then current annual base salary, less applicable taxes and withholdings, if the Company gives the Executive notice of termination of his employment, or the Executive gives notice of his resignation, as the case may be, on or after the first anniversary of the Commencement Date; provided, however, that any severance payments shall be conditioned upon the Executive signing a severance agreement and release in lieu a form satisfactory to the Company. The Executive shall not be entitled to any severance payments if his employment with the Company terminates pursuant to Sections 5(a) or 5(c). Any post-termination payments or benefits due and payable to the Executive by operation of law (but not pursuant to any other damagesagreement with the Company) shall be deducted from any amount of severance otherwise payable under this Section 6(a). b) In the event that any payment or benefit received or to be received by the Executive in connection with a termination of the Executive's employment with the Company or any corporation which is a related corporation within the meaning of section 280G(e) of the United States Internal Revenue Code of 1986 (the "Code") (collectively, an amount (the "Severance Payments") equal to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of would (i) constitute a "parachute payment" within the balance meaning of section 280G of the Term Code or any similar or successor provision and (ii) one year but for this Section 6(b), be subject to the excise tax imposed by section 4999 of the Code or any similar or successor provision (the period over which "Excise Tax"), then, subject to the provisions of Section 6(c) hereof, such Severance Payments are made is (which Severance Payments shall collectively be referred to herein as the "Severance PeriodParachute Payments")) shall be reduced to the largest amount which would result in no portion of the Severance Parachute Payments being subject to the Excise Tax. The determination of any required reduction pursuant to this Section 6(b) (including the determination as to which specific Severance Parachute Payments shall be reduced) shall be made by the Executive, in his sole discretion, and shall thereafter be confirmed by the Company's auditors. If the Internal Revenue Service (the "IRS") determines that a Severance Parachute Payment is subject to the Excise Tax, then the Company or any related corporation shall seek to enforce the provisions of Section 6(c) hereof. Such enforcement of Section 6(c) hereof shall be the only remedy, under any and all applicable United States state and federal laws or otherwise, for the Executive's failure to reduce the Severance Parachute Payments so that no portion thereof is subject to the Excise Tax. The Company or related corporation shall have no liability to make any reduce a Severance Payments as provided for Parachute Payment in accordance with this paragraph unless (iSection 6(b) only upon written notice by the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce indicating the amount of such reduction, if any other severance payment (which determination has been confirmed by the Company's auditors). c) If, notwithstanding the reduction described in Section 6(b) hereof, the IRS determines that otherwise would have been payable the Executive is liable for the Excise Tax as a result of the receipt of a Severance Parachute Payment, then the Executive shall, subject to the Executive under any other Company planprovisions of this Agreement, program or arrangement. In addition, be obligated to pay to the Company (the "Repayment Obligation") an amount of money in U.S. dollars equal to the "Repayment Amount." The Repayment Amount with respect to a Severance Parachute Payment shall maintain during be the lesser of smallest such amount, if any, as shall be required to be paid to the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided Company so that the Executive's participation net proceeds with respect to any Severance Parachute Payment (after taking into account the payment of the Excise Tax imposed on such Severance Parachute Payment) shall be maximized. Notwithstanding the foregoing, the repayment Amount with respect to a Severance Parachute Payment shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such severance Parachute Payment. If the Excise Tax is permissible under not eliminated through the general terms and provisions performance of such plans and applicable law. In the event of a Voluntary TerminationRepayment Obligation, the Executive shall receive only his earned but unpaid Base Salary as of pay the date of his terminationExcise Tax.

Severance Upon Termination. If, during the Term, If the Executive's employment is terminated by the Company without Cause, or the Executive shall terminate employment for Good Reason prior to a Change in Control of the Company (the date of termination is referred to as the "Termination Date"), then the Company shall pay the Executive in lieu of other damages, an amount (the "Severance Payments") equal to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year [SEVERANCE PERIOD] (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, (i) any Company stock options not vested at the time of termination shall immediately become vested and remain exercisable for their term as if Executive's employment had not been terminated and (ii) the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable lawplans. In the event of If Executive causes a Voluntary Termination, the Executive he shall receive only his those amounts earned but unpaid Base Salary as not distributed under the relevant plan, program or practice of the date of his terminationCompany.

Severance Upon Termination. If, during the Term, the Executive's (a) Upon termination of Employee’s employment is terminated under this Agreement by the Company without Cause, Cause or the Executive shall terminate employment by Employee for Good Reason prior (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to twelve months average monthly annual base salary1. Such severance payment shall be made according to the Company’s normal payroll process spread out equally over the severance period. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 7 shall be read in conjunction with Section 6 c, and entitles the employee to a Change in Control maximum of 12 months salary and benefits under this Agreement. (b) If the Company (terminates the date Employee’s employment during the term of termination is referred to as this Agreement for Cause or if the "Termination Date")Employee terminates his employment other than for Good Reason, then the Company shall pay have no further payment obligations to Employee. (c) Except as it relates to the Executive in lieu receipt of other damagesseverance (which shall be solely granted under the terms of this Agreement), an amount (the "Severance Payments") equal this Agreement shall not affect any payments due to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance Employee under applicable law as a result of the Term or termination of his employment (ii) one year (such as payment of earned wages). 1 The average annual monthly base salary shall be calculated using the period over which average of the Severance Payments are made is referred to as cash compensation received by Employee in the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable twelve months prior to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser Date of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination.

Severance Upon Termination. If, during the Term, the Executive(a) Upon termination of Employee's employment is terminated under this Agreement by the Company without Cause, then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Executive Date of Termination, the Company shall terminate employment for Good Reason pay to the Employee severance equal to six months average monthly annual base salary. The average annual monthly base salary shall be calculated using the average of the cash compensation received by Employee in the twelve months prior to a Change in Control the Date of Termination. Such severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the Company portion of the Company (current medical and dental coverage elected by Employee as of the date of termination is referred for the duration of the severance period. Employee will be required to as timely sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement and to pay any employee portion of the "Termination Date")coverage. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 8 shall be read in conjunction with Section 7, and entitles the Employee to a maximum of six month salary and benefits under this Agreement. (b) If the Company terminates the Employee's employment during the term of this Agreement for Cause or if the Employee terminates her employment for any reason, then the Company shall pay have no further payment obligations to Employee. (c) Except as it relates to the Executive receipt of severance (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in lieu of other damages, an amount (Section 8(a) will immediately cease in the "Severance Payments") event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to his then current Base Salary payable in installments at or greater than the same time monthly base salary rate paid by the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.

Severance Upon Termination. If, during the Term, the Executive(a) Upon termination of Employee's employment is terminated under this Agreement by the Company without Cause, then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Executive Date of Termination, the Company shall terminate employment for Good Reason pay to the Employee severance equal to six months average monthly annual base salary. The average annual monthly base salary shall be calculated using the average of the cash compensation received by Employee in the twelve months prior to a Change in Control the Date of Termination. Such severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the Company portion of the Company (current medical and dental coverage elected by Employee as of the date of termination is referred for the duration of the severance period. Employee will be required to as sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement and to pay any employee portion of the "Termination Date")coverage. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 8 shall be read in conjunction with Section 7, and entitles the Employee to a maximum of six month salary and benefits under this Agreement. (b) If the Company terminates the Employee's employment during the term of this Agreement for Cause or if the Employee terminates his employment for any reason, then the Company shall pay have no further payment obligations to Employee. (c) Except as it relates to the Executive receipt of severance (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in lieu of other damages, an amount (Section 8(a) will immediately cease in the "Severance Payments") event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to his then current Base Salary payable in installments at or greater than the same time monthly base salary rate paid by the Company pays salary to its other senior executive employees payable over the longer of (i) the balance of the Term or (ii) one year (the period over which the Severance Payments are made is referred to as the "Severance Period"). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.

Severance Upon Termination. If, during the Term, the Executive's (a) Upon termination of Employee’s employment is terminated under this Agreement by the Company without Cause, Cause or the Executive shall terminate employment by Employee for Good Reason (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to 120-days average monthly annual base salary1 less amounts earned by Employee from substantially equivalent subsequent employment or work as an independent contractor (“Subsequent Employment”) 1 The average annual monthly base salary shall be calculated using the average of the cash compensation received by Employee in the twelve months prior to a Change in Control the Date of Termination. Employee covenants that, upon termination of his/her employment during the term of this agreement by the Company without Cause or by Employee for Good Reason (as defined hereunder), he/she will exercise his/her best efforts to find and remain engaged in Subsequent Employment. Such severance payment shall be made according to the date Company’s normal payroll process spread out equally over the severance period. Violation of termination is referred this Agreement or the Business Protection Agreement and/or failure to as sign the "Termination Date")Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. (b) If the Company terminates the Employee’s employment during the term of this Agreement for Cause or if the Employee terminates his/her employment other than for Good Reason, then the Company shall pay have no further payment obligations to Employee. (c) Except as it relates to the Executive in lieu receipt of other damagesseverance (which shall be solely granted under the terms of this Agreement), an amount (the "Severance Payments") equal this Agreement shall not affect any payments due to his then current Base Salary payable in installments at the same time the Company pays salary to its other senior executive employees payable over the longer of (i) the balance Employee under applicable law as a result of the Term or termination of his/her employment (ii) one year (the period over which the Severance Payments are made is referred to such as the "Severance Period"payment of earned wages). The Company shall have no liability to make any Severance Payments as provided for in this paragraph unless (i) the Executive executes a General Release in a form substantially as set forth in Exhibit A attached hereto and (ii) the Executive complies with all provisions in Section 8 (Restrictive Covenants). Such amount shall reduce the amount of any other severance payment that otherwise would have been payable to the Executive under any other Company plan, program or arrangement. In addition, the Company shall maintain during the lesser of the balance of the Term immediately prior to such termination or the Severance Period all employee benefit plans and programs which the Executive participated in immediately prior to such termination other than bonus, incentive compensation and similar plans based on performance, provided the Executive's participation is permissible under the general terms and provisions of such plans and applicable law. In the event of a Voluntary Termination, the Executive shall receive only his earned but unpaid Base Salary as of the date of his termination.