Common use of Termination Apart from Change of Control Clause in Contracts

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three sixty (360) months days prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) on the first scheduled payment date pursuant to the usual payroll practices of the Company immediately after the 60th day following the date of termination, Executive shall be entitled to receive a lump sum severance pay in an amount payment equal to the sum of: (1) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of terminationoccurs; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three sixty (360) months days prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) on the first scheduled payment date pursuant to the usual payroll practices of the Company immediately after the 60th day following the date of termination, Executive shall be entitled to receive a lump sum severance pay in an amount payment equal to the sum of: (1) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s 's base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half over the twelve (2 1/212) months following month period commencing on the date of terminationtermination in equal monthly installments, plus (2) an amount equal to Executive’s 's Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half over the twelve (2 1/212) months following month period commencing on the date of terminationtermination in equal monthly installments; (C) The vesting and/or exercisability of each of Executive’s 's outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s 's expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s employment is terminated (A) by the Company without other than for Cause or Disability or (B) by Executive for Good Reason more than three Reason, and such termination is not a Payment Termination (3) months prior to a as defined in that certain Amended and Restated Change of Control or more than twelve Terms and Conditions of even date herewith, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (12) months following a the “Change of ControlControl Agreement”)), Executive shall be entitled then, subject to receiveSection 5(e), in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the CompanyCompany or by law, Executive shall be entitled to receive the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date Date of termination Termination at the rate then in effecteffect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of terminationsuch payments are due (including, without limitation, all accrued and unused vacation); (B) Executive shall be entitled to receive severance pay in an amount equal to 1.5 times Executive’s annual base salary (without giving effect to any reductions thereto), payable in three (3) equal installments as follows: (1) one-third (1/3) shall be paid within ten (10) days of the date the condition set forth in Section 5(d) has been satisfied, (2) one-third (1/3) shall be paid on the date that is six (6) months following the Date of Termination, and (3) one-third (1/3) shall be paid on the date that is twelve (12) months following the Date of Termination; provided, however, that any amount described in this Section 5(c)(i)(B) that is unpaid as of the date that is the later of 2.5 months after the end of the calendar year in which Executive’s Date of Termination occurs or 2.5 months after the end of the Company’s fiscal year in which Executive’s Date of Termination occurs shall be paid in cash in a lump sum of:no later than such date. (C) for the period beginning on the Date of Termination and ending on the date which is the earlier of (1) the date Executive obtains substantially similar coverage due to subsequent employment or (2) the date which is eighteen (18) full months following the Date of Termination, the Company shall continue in effect at Company cost each welfare coverage of Executive and/or his covered dependents on the same terms and conditions in effect prior to Executive’s Date of Termination; (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date Date of termination Termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date Date of termination Termination had Executive remained continuously employed by the Company during such period; period (Dtreating Executive’s Stock Awards that vest based on the passage of time that do not vest on a monthly basis for purposes of such 12-month period as if they were subject to ratable vesting over the forty-eight (48) month period commencing on the first monthly anniversary of the grant date of such Stock Awards), and (2) Executive shall be permitted to exercise each of his outstanding vested Stock Awards as of the Date of Termination (including any Stock Awards required to be vested in connection with Executive’s termination of employment) for the period beginning on remainder of the date original term of termination such Stock Award. The foregoing provisions are hereby deemed to be a part of each Stock Award and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits to supersede any less favorable provision in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his any agreement or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRAplan regarding such Stock Award; and (E) Upon attainment of the performance criteria with respect to Executive’s annual bonus for the fiscal year in which Executive’s employment terminates, a pro-rated portion of such annual bonus based upon the actual number of days worked by Executive shall be entitled during such fiscal year, payable in a single lump sum when bonuses for such fiscal year are paid to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Companyexecutives generally.

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of terminationoccurs, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three sixty (360) months days prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) on the first scheduled payment date pursuant to the usual payroll practices of the Company immediately after the 60th day following the date of termination, Executive shall be entitled to receive a lump sum severance pay in an amount payment equal to the sum of: (1) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs occurs, prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three six (36) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half over the twelve (2 1/212) months following month period commencing on the date of terminationtermination in equal monthly installments, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of terminationoccurs, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following commencing on the date of termination had Executive remained continuously employed by the Company during such periodin equal monthly installments; (DC) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coveragethe applicable continuation period under COBRA expires), the Company shall pay (1) reimburse Executive for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums), and (2) pay for and provide Executive and such eligible dependents with life insurance benefits coverage to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination; and (ED) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three sixty (360) months days prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A1) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B2) on the first scheduled payment date pursuant to the usual payroll practices of the Company immediately after the 60th day following the date of termination, Executive shall be entitled to receive a lump sum severance pay in an amount payment equal to the sum of: (1A) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2B) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C3) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D4) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E5) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half over the twelve (2 1/212) months following month period commencing on the date of terminationtermination in equal monthly installments, plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half over the twelve (2 1/212) months following month period commencing on the date of terminationtermination in equal monthly installments; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason more than three six (36) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s 's monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half over the twelve (2 1/212) months following month period commencing on the date of terminationtermination in equal monthly installments, plus (2) an amount equal to Executive’s 's Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of terminationoccurs, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following commencing on the date of termination had Executive remained continuously employed by the Company during such periodin equal monthly installments; (DC) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coveragethe applicable continuation period under COBRA expires), the Company shall pay (1) reimburse Executive for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company's health plans as of the date of Executive's termination (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums), and (2) pay for and provide Executive and such eligible dependents with life insurance benefits coverage to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive's termination; and (ED) Executive shall be entitled to executive-level outplacement services at the Company’s 's expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Apart from Change of Control. If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s 's base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half over the twelve (2 1/212) months following month period commencing on the date of terminationtermination in equal monthly installments, plus (2) an amount equal to Executive’s 's Bonus for the year in which the date of termination occurs prorated for occurs, payable over the twelve (12) month period during such year Executive was employed prior to commencing on the date of termination, payable termination in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of terminationequal monthly installments; (C) The vesting and/or exercisability of each of Executive’s 's outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and (E) Executive shall be entitled to executive-level outplacement services at the Company’s 's expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.