Common use of Termination by Company Without Cause or by Executive with Good Reason Clause in Contracts

Termination by Company Without Cause or by Executive with Good Reason. If the Executive's employment with the Company is terminated by: (w) the Company without Cause or (x) by the Executive with Good Reason, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executive: (i) Five (5) times the aggregate of the following three elements of compensation: (1) the Executive’s annual Base Salary (as calculated using the Formula); (2) the Executive’s Termination Year Cash Bonus; and (3) the Executive’s Termination Year Equity-Based Compensation. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven (7) day revocation period for the Release, if later. (ii) Notwithstanding the terms of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in Executive's options, in accordance with the governing stock options and all of the terms of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months beyond the Date of Termination. (iii) The Company shall provide to the Executive health, dental and life insurance on the same terms and conditions, as though the Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases determined by the court or arbitrator to involve the initiation of frivolous or bad faith litigation or arbitration by the Executive.

Termination by Company Without Cause or by Executive with Good Reason. If the Executive's ’s employment with the Company is terminated byterminated: (wi) by the Company without Cause Cause; or (xii) by Executive for Good Reason (each a “Severance Event”), provided that Executive executes a general release substantially in the Executive with Good Reasonform attached as Appendix A hereto and such release becomes effective no later than 60 days after the date of termination, then the Company shall, through : (A) pay Executive the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executive: (i) Five (5) times the aggregate of the following three elements of compensation: (1) the Executive’s annual Base Salary (as calculated using the Formula); (2B) the Executive’s Termination Year Cash Bonus; and (3) the Executive’s Termination Year Equity-Based Compensation. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven (7) day revocation period for the Release, if later. (ii) Notwithstanding the terms of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in pay Executive's options, in accordance with the governing Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for nine (9) months from the effective date of Executive’s termination (the “Severance Term”); (C) pay Executive an amount equal to seventy-five percent (75%) of Executive’s Target Bonus; and (D) pay an amount throughout the Severance Term equal to Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(A) and (C) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options and all other stock-based awards that are subject to time-based vesting and that would otherwise have vested during the nine (9) month period following the effective date of such termination (assuming no termination had occurred) shall immediately accelerate and become fully exercisable or nonforfeitable as of the terms date of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months beyond the Date of Terminationsuch termination. (iii) The Company shall provide to the Executive health, dental and life insurance on the same terms and conditions, as though the Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases determined by the court or arbitrator to involve the initiation of frivolous or bad faith litigation or arbitration by the Executive.

Termination by Company Without Cause or by Executive with Good Reason. If the Executive's ’s employment with the Company is terminated byterminated: (wi) by the Company without Cause Cause; or (xii) by Executive for Good Reason (each a “Severance Event”), provided that Executive executes a general release substantially in the Executive with Good Reasonform attached as Appendix A hereto and such release becomes effective no later than 60 days after the date of termination, then the Company shall, through : (A) pay Executive the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executive: (i) Five (5) times the aggregate of the following three elements of compensation: (1) the Executive’s annual Base Salary (as calculated using the Formula); (2B) the Executive’s Termination Year Cash Bonus; and (3) the Executive’s Termination Year Equity-Based Compensation. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven (7) day revocation period for the Release, if later. (ii) Notwithstanding the terms of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in pay Executive's options, in accordance with the governing Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for nine (9) months from the effective date of Executive’s termination (the “Severance Term”); (C) pay Executive an amount equal to Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of days Executive was employed during the calendar year during which the date of termination occurs and the denominator of which is 365; and (D) pay an amount throughout the Severance Term equal to Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(A) and (C) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options and all other stock-based awards that are subject to time-based vesting and that would otherwise have vested during the nine (9) month period following the effective date of such termination (assuming no termination had occurred) shall immediately accelerate and become fully exercisable or nonforfeitable as of the terms date of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months beyond the Date of Terminationsuch termination. (iii) The Company shall provide to the Executive health, dental and life insurance on the same terms and conditions, as though the Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases determined by the court or arbitrator to involve the initiation of frivolous or bad faith litigation or arbitration by the Executive.”

Termination by Company Without Cause or by Executive with Good Reason. If the Executive's employment with lf the Company is terminated by: (w) the Company terminates Executive’ s employment without Cause under Section 5(a), or (x) by the Executive with terminates his employment for Good ReasonReason under Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory shall be entitled to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executiveseparation benefits: (i) Five Continued payment of Executive’s salary at his Base Salary rate then in effect (5) or former Base Salary in the event that Executive terminates his employment for Good Reason pursuant to Section S(d)(iv)), at such times and in such manner as in accordance with the aggregate Company’ s normal payroll procedures then in effect for a period beginning on the date of termination and ending on the earlier of the date that is 12 months after the date of termination or the end of the Term (the “Severance Period”); (ii) All unvested options will immediately accelerate and vest. Executive shall sign a mutually agreeable severance and release agreement as a condition to receiving the payments provided in this Section 6(a)(i)-(ii), which shall be provided by the Company before the Closing Date. For the avoidance of doubt, the release agreement will contain the following three elements of compensationbasic provisions: (1a) general release in favor of the Company, its subsidiaries and affiliates (except for any indemnification obligations the Company may owe to Executive’s annual Base Salary (as calculated using the Formula); (2b) the Executive’s Termination Year Cash Bonusmutual non-disparagement; and (3c) mutual confidentiality. Specifically, such severance payments shall be made only if such release agreement becomes effective and non-revocable by its terms by the Executive’s Termination Year Equitydate that is ninety (90) days after the date of termination (the “Required Release Date”). Notwithstanding anything to the contrary, the payments under Section 6(a)(i) shall commence on the first payroll date following the date on which the release agreement becomes effective and non-Based Compensationrevocable by its terms (the “Release Effective Date”) and shall continue for the remaining term of the Severance Period: provided that such first payment shall include all amounts that otherwise would have been paid prior to the date the first payment is made had such payments commenced immediately upon employment termination. Such Any amount otherwise payable under Section 6(a)(ii) prior to the Release Effective Date shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration Release Effective Date. Notwithstanding the two preceding sentences, to the extent necessary to comply with Section 409A of the seven (7) day revocation period for the ReleaseInternal Revenue Code, if later. the date of employment termination and the Required Release Date are in two separate calendar years, any payment of amounts under this Section 6(a) that constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code shall be payable on the later of (i) the date such payment is otherwise payable under this Section 6(a), or (ii) Notwithstanding the terms first payroll date of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in Executive's options, in accordance with the governing stock options and all of the terms of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months beyond the Date of Terminationsecond taxable year. (iii) The Company shall provide to the Executive health, dental and life insurance on the same terms and conditions, as though the Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases determined by the court or arbitrator to involve the initiation of frivolous or bad faith litigation or arbitration by the Executive.

Termination by Company Without Cause or by Executive with Good Reason. If the Executive's ’s employment with the Company is terminated byterminated: (wi) by the Company without Cause Cause; or (xii) by Executive for Good Reason (each a “Severance Event”), provided that Executive executes a general release substantially in the Executive with Good Reasonform attached as Appendix A hereto and such release becomes effective no later than 60 days after the date of termination, then the Company shall, through : (A) pay Executive the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executive: (i) Five (5) times the aggregate of the following three elements of compensation: (1) the Executive’s annual Base Salary (as calculated using the Formula); (2B) the Executive’s Termination Year Cash Bonus; and (3) the Executive’s Termination Year Equity-Based Compensation. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven (7) day revocation period for the Release, if later. (ii) Notwithstanding the terms of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in pay Executive's options, in accordance with the governing Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for six (6) months from the effective date of Executive’s termination (the “Severance Term”); (C) pay Executive an amount equal to Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of days Executive was employed during the calendar year during which the date of termination occurs and the denominator of which is 365; and (D) pay an amount throughout the Severance Term equal to Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(B) and (D) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options and all other stock-based awards that are subject to time-based vesting and that would otherwise have vested during the six (6) month period following the effective date of such termination (assuming no termination had occurred) shall immediately accelerate and become fully exercisable or nonforfeitable as of the terms date of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months beyond the Date of Terminationsuch termination. (iii) The Company shall provide to the Executive health, dental and life insurance on the same terms and conditions, as though the Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases determined by the court or arbitrator to involve the initiation of frivolous or bad faith litigation or arbitration by the Executive.

Termination by Company Without Cause or by Executive with Good Reason. If the Executive's ’s employment with the Company is terminated byterminated: (wi) by the Company without Cause Cause; or (xii) by Executive for Good Reason (each a “Severance Event”), provided that Executive executes a general release substantially in the Executive with Good Reasonform attached as Appendix A hereto and such release becomes effective no later than 60 days after the date of termination, then the Company shall, through : (A) pay Executive the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executive: (i) Five (5) times the aggregate of the following three elements of compensation: (1) the Executive’s annual Base Salary (as calculated using the Formula); (2B) the Executive’s Termination Year Cash Bonus; and (3) the Executive’s Termination Year Equity-Based Compensation. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven (7) day revocation period for the Release, if later. (ii) Notwithstanding the terms of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in pay Executive's options, in accordance with the governing stock options and all of the terms of those plans shall continue Company’s regular periodic payroll practices in place immediately prior to be in effectsuch termination, as though Executive had remained an active employee, amount equal to Executive’s Base Salary for twelve (12) months beyond from the Date effective date of Termination. Executive’s termination (iiithe “Severance Term”); (C) The Company shall provide pay Executive an amount equal to Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of days Executive was employed during the calendar year during which the date of termination occurs and the denominator of which is 365; and (D) pay an amount throughout the Severance Term equal to (x) Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Executive healthTermination Event, dental and plus (y) the taxable life insurance on the same terms and conditions, as though the coverage otherwise made available to Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by under this Agreement, except with payment of such benefits to be made in cases determined any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(B) and (D)(x) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the court result of a Severance Event, all of Executive’s stock options and other stock-based awards that are subject to time-based vesting and that would otherwise have vested during the twelve (12) month period following the effective date of such termination (assuming no termination had occurred) shall immediately accelerate and become fully exercisable or arbitrator to involve nonforfeitable as of the initiation date of frivolous or bad faith litigation or arbitration by the Executivesuch termination.

Termination by Company Without Cause or by Executive with Good Reason. If the Executive's ’s employment with the Company is terminated byterminated: (wi) by the Company without Cause Cause; or (xii) by Executive for Good Reason (each a “Severance Event”), provided that Executive executes a general release substantially in the Executive with Good Reasonform attached as Appendix A hereto and such release becomes effective no later than 60 days after the date of termination, then the Company shall, through : (A) pay Executive the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executive: (i) Five (5) times the aggregate of the following three elements of compensation: (1) the Executive’s annual Base Salary (as calculated using the Formula); (2B) the Executive’s Termination Year Cash Bonus; and (3) the Executive’s Termination Year Equity-Based Compensation. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven (7) day revocation period for the Release, if later. (ii) Notwithstanding the terms of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in pay Executive's options, in accordance with the governing Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for six (6) months from the effective date of Executive’s termination (the “Severance Term”); (C) pay Executive an amount equal to Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of days Executive was employed during the calendar year during which the date of termination occurs and the denominator of which is 365; and (D) pay an amount throughout the Severance Term equal to Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(A) and (C) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options and all other stock-based awards that are subject to time-based vesting and that would otherwise have vested during the six (6) month period following the effective date of such termination (assuming no termination had occurred) shall immediately accelerate and become fully exercisable or nonforfeitable as of the terms date of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months beyond the Date of Terminationsuch termination. (iii) The Company shall provide to the Executive health, dental and life insurance on the same terms and conditions, as though the Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases determined by the court or arbitrator to involve the initiation of frivolous or bad faith litigation or arbitration by the Executive.

Termination by Company Without Cause or by Executive with Good Reason. If the Company terminates Executive's ’s employment with the Company is terminated by: (w) the Company without Cause under Section 5(a), or (x) by the Executive with terminates his employment for Good ReasonReason under Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit, including the amounts calculated under the special rules described in Section 5(b) of this Agreement, on the conditions that: (y) the Executive delivers a general release of claims in a form and manner satisfactory shall be entitled to the Company ("Release") within ten (10) days of the Date of Termination; and (z) within twenty-one (21) days of the Executive’s receipt of the Release from the Company the Executive does not revoke such Release during a seven (7) day revocation period. If the Executive has met both conditions, the Company shall pay the Executive the following additional amounts sixty (60) days following the Date of Termination of the Executiveseparation benefits: (i) Five Continued payment of Executive’s salary at his Base Salary rate then in effect (5) or former Base Salary in the event that Executive terminates his employment for Good Reason pursuant to Section 5(d)(iv)), less applicable withholding, at such times and in such manner as in accordance with the aggregate Company’s normal payroll procedures then in effect for a period beginning on the date of termination and ending on the earlier of the date that is 12 months after the date of termination or the end of the Term (the “Severance Period”); (ii) Continuation of applicable fringe benefits (if any) as provided to other members of the Company’s senior management, to the extent allowable under the terms of said plans, less applicable withholding, for the Severance Period; provided that Executive shall be entitled to continuing health insurance benefits or the Company shall reimburse Executive’s COBRA premiums for the duration of the Severance Period; (iii) Outplacement assistance by a vendor to be approved in advance by the Company up to a maximum amount of $25,000; and (iv) All unvested ISOs and RSAs will immediately accelerate and vest. Executive shall sign a mutually agreeable severance and release agreement as a condition to receiving the payments provided in this Section 6(a)(i)-(iii), which shall be provided by the Company before the Closing Date. For the avoidance of doubt, the release agreement will contain the following three elements of compensationbasic provisions: (1a) general release in favor of the Company, its subsidiaries and affiliates (except for any indemnification obligations the Company may owe to Executive’s annual Base Salary (as calculated using the Formula); (2b) the Executive’s Termination Year Cash Bonusmutual non-disparagement; and (3c) mutual confidentiality. Specifically, such severance payments shall be made only if such release agreement becomes effective and non-revocable by its terms by the Executive’s Termination Year Equitydate that is ninety (90) days after the date of termination (the “Required Release Date”). Notwithstanding anything to the contrary, the payments under Section 6(a)(i) shall commence on the first payroll date following the date on which the release agreement becomes effective and non-Based Compensationrevocable by its terms (the “Release Effective Date”) and shall continue for the remaining term of the Severance Period; provided that such first payment shall include all amounts that otherwise would have been paid prior to the date the first payment is made had such payments commenced immediately upon employment termination. Such Any amount otherwise payable under Section 6(a)(ii) prior to the Release Effective Date shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration Release Effective Date. Notwithstanding the two preceding sentences, to the extent necessary to comply with Section 409A of the seven (7) day revocation period for the ReleaseInternal Revenue Code, if later. the date of employment termination and the Required Release Date are in two separate calendar years, any payment of amounts under this Section 6(a) that constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code shall be payable on the later of (i) the date such payment is otherwise payable under this Section 6(a), or (ii) Notwithstanding the terms first payroll date of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in Executive's options, in accordance with the governing stock options and all of the terms of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months beyond the Date of Terminationsecond taxable year. (iii) The Company shall provide to the Executive health, dental and life insurance on the same terms and conditions, as though the Executive had remained an active employee, for eighteen (18) months beyond the Date of Termination to the extent they existed at the Date of Termination. (iv) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases determined by the court or arbitrator to involve the initiation of frivolous or bad faith litigation or arbitration by the Executive.