Common use of Termination by the Board Clause in Contracts

Termination by the Board. (i) The Board may terminate the Employee’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii) below) shall not prejudice the Employee’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 of the Agreement, entitled “Indemnification”, is unaffected by any termination of employment except for a termination for Cause related to the claim with respect to which indemnification is sought. Where the Employer terminates the employment of the Employee other than for Cause, the Employer shall, after the Termination Date, continue to be subject to any obligations to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant, except as otherwise provided in this Agreement. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable; (B) the Employer shall, in lieu of the obligation to pay Employee compensation and other benefits under this Agreement, make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual cash compensation consisting of Base Salary , Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal installments according to the Employer’s normal payroll practices then in effect. The severance payments under this Section 7(a) (ii) and under Section 2 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after the Termination Date. The Employee and his family shall continue to receive health insurance benefits during any period which the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-apportioned rate and subject to applicable law and the requirements of the Employer’s health insurance plans then in effect. The Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date except as may be required by such applicable plan. The Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s behalf prior to the Termination Date which have vested or for which the Employee is otherwise eligible in accordance with the written terms of the plan documents governing such retirement plan. The Employer shall have no obligation to make the severance payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 and 9 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute Cause. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii9(a)(iii) below) shall not prejudice the Employee’s 's right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 including payment of the Agreementlegal fees and expenses incurred, entitled “Indemnification”, is unaffected by for any termination of employment except for a period after termination for Cause related to the claim with respect to which indemnification is soughtexcept as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall, after the Termination Date, shall continue to be subject to any obligations independent obligation to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise provided in this Agreementrequired by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; Date and any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable; (B) . In the Employer shallevent that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, if the Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then in lieu and replacement of the obligation Employee's entitlement to pay Employee any compensation and other benefits under this AgreementAgreement pursuant to Section 9(a)(i), the Employer shall make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual cash compensation consisting base salary for a period of Base Salary one (1) year (collectively, Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product “Severance Payments”). The Severance Payments shall be paid to Employee over a period after termination of eighteen months beginning immediately following the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal monthly installments according to the Employer’s 's normal payroll practices then in effect. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The severance payments Severance Payments under this Section 7(a) (ii9(a)(ii) and under Section 2 12 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the Termination DateEmployer. The In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall continue to receive health insurance benefits during any period which the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-employee apportioned contribution rate and subject to applicable law and the requirements of the Employer’s Company's health insurance plans then in effect. The Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. The Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s 's behalf prior to the Termination Date date of the Employee's termination, which have vested or and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing such any applicable retirement plan. The Employer shall have no obligation to make the severance payments Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 10 and 9 11 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice Directors of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute CauseEmployer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii9(a)(iii) below) shall not prejudice the Employee’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 including payment of the Agreementlegal fees and expenses incurred, entitled “Indemnification”, is unaffected by for any termination of employment except for a period after termination for Cause related to the claim with respect to which indemnification is soughtexcept as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall, after the Termination Date, shall continue to be subject to any obligations independent obligation to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee’s employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise provided in this Agreementrequired by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, if either party provides the other party with written notice that of the party does not desire to extend party’s non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 3 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; any restrictions that had been placed on Equity shall lapse and the Equity Employer shall be freely transferable; (B) obligated concurrently with the Employer shalltermination of such employment, in lieu and replacement of the obligation Employee’s entitlement to pay Employee any compensation and other benefits under this AgreementAgreement pursuant to Section 9(a)(i), to make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual cash compensation consisting base salary for a period of Base Salary one (1) year (collectively, Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product "Severance Payments"). The Severance Payments shall be paid to Employee over a period after termination of eighteen months beginning immediately following the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal monthly installments according to the Employer’s normal payroll practices then in effect. The In the event termination under this subsection occurs before Employee has completed twelve months of service, Employers obligation to make severance payments shall be limited to one month of base salary for each completed full month of service, but in no case less than six months of base salary. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a "Change in Control" as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 7(a9(a)(ii) (ii) and under Section 2 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the Termination DateEmployer. The Employee and his family shall continue to receive health insurance benefits during any period which In addition, the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (have all existing retirement or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-apportioned rate and subject to applicable law and the requirements employee benefits of the Employer’s health insurance type referred to in Section 6 hereof continue for the remainder of the Term when the Agreement is terminated, except as otherwise required by law or provided in the related retirement or other employee benefit plans then in effector agreements. The Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. The Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s behalf prior to the Termination Date date of the Employee’s termination, which have vested or and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing such any applicable retirement plan. The Employer shall have no obligation to make the severance payments Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 10 and 9 11 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice Directors of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute CauseEmployer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board may terminate the Employee’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii) below) shall not prejudice the Employee’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 of the Agreement, entitled “Indemnification”, is unaffected by any termination of employment except for a termination for Cause related to the claim with respect to which indemnification is sought. Where the Employer terminates the employment of the Employee other than for Cause, the Employer shall, after the Termination Date, continue to be subject to any obligations to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant, except as otherwise provided in this Agreement. after sixty (ii60) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, if either party provides the other party with days prior written notice that to EMAN upon the party does not desire to extend the employment relationship beyond the end occurrence of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable; (B) the Employer shall, in lieu of the obligation to pay Employee compensation and other benefits under this Agreement, make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual cash compensation consisting of Base Salary , Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal installments according to the Employer’s normal payroll practices then in effect. The severance payments under this Section 7(a) (ii) and under Section 2 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after the Termination Date. The Employee and his family shall continue to receive health insurance benefits during any period which the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-apportioned rate and subject to applicable law and the requirements of the Employer’s health insurance plans then in effect. The Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date except as may be required by such applicable plan. The Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s behalf prior to the Termination Date which have vested or for which the Employee is otherwise eligible in accordance with the written terms of the plan documents governing such retirement plan. The Employer shall have no obligation to make the severance payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 and 9 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute Cause. “Cause” shall mean any of the following: 1. If EMAN shall cease to be approved by the Authorizer to render services under this Agreement; 2. In the event that EMAN or any of its Shareholders, and/or Board of Directors shall be guilty of felony or fraud, gross dishonesty, or other act of gross misconduct in the rendering of services under the Agreement; 3. In the event that EMAN fails to remedy a material breach of its duties or obligations under this Agreement within sixty (60) days after written notice of the breach is provided to EMAN by Academy; 4. In the event the Authorizer determines to exercise its prerogative under MCL 380.507(7) and Section 9.3 hereof to reconstitute the Academy by requiring the termination or amendment of the ESP Agreement, with no cost or penalty to the Academy, and no recourse to the University or any third party affiliated with or engaged by the Authorizer, by the ESP or any subcontracted person or entity of the ESP. Upon such termination, EMAN shall have the option to reclaim any usable property or equipment (e.g. copy machines, personal computers) installed by EMAN and not paid for by the Academy or to reclaim the depreciated cost of such equipment. Provided, however, all textbooks and instructional materials and any office operating assets, to the extent paid for by the Academy shall remain the property of the Academy. Costs related to the operation of the Academy up to the date of termination shall be reimbursed to EMAN. Notwithstanding the foregoing, this Agreement may be terminated by either party immediately in the event that the Contract is revoked or terminated by the Authorizer for any reason. In addition, this Agreement may also be terminated by either party immediately in the event the other party is declared bankrupt or insolvent, or makes an assignment for the benefit of its creditors, or if a receiver is appointed or any proceedings are commenced, voluntary or involuntary, by or against such party under bankruptcy or similar law and such status is not cured within sixty (60) days from its occurrence. The ESP shall notify the Board if any principal or officer of the ESP, or the ESP (including any related organizations or organizations in which a principal or officer of the ESP served as a principal or officer) as a corporate entity, has filed for bankruptcy protection in the last six (6) months or within any applicable preference period, whichever is longer.

Termination by the Board. (i) The Board may terminate the Employee’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii) below) shall not prejudice the Employee’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 of the Agreement, entitled “Indemnification”, is unaffected by any termination of employment except for a termination for Cause related to the claim with respect to which indemnification is sought. Where the Employer terminates the employment of the Employee other than for Cause, the Employer shall, after the Termination Date, continue to be subject to any obligations to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant, except as otherwise provided in this Agreement. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, if either party provides the other party with written notice that of the party does not desire to extend party’s non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable; (B) the Employer shall, in lieu of the obligation to pay Employee compensation and other benefits under this Agreement, make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual cash compensation consisting of Base Salary Salary, Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and depending on the product shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date; providedcircumstances, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current below. Base Salary, which shall be paid Target Bonus and discretionary bonus, are collectively referred to Employee over a period of eighteen months beginning immediately following as the Termination Date“Aggregate Amount”. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; . The severance payments shall not include the value of the Signing Bonus, or the value of the initial Stock Option Grant, or gains realized from the sale of restricted stock or from the sale of stock obtained through the exercise of stock options. The Aggregate Amount shall be multiplied by a factor of 1.5 (one point five) and the product shall be paid to Employee over a period of eighteen months (collectively, the "Severance Payments") beginning immediately following the Termination Date, except that if the Term expires because the Employee has provided the Employer with written notice of non-concurrence in the extension of the Term as set forth in Section 2, the Aggregate Amount shall be multiplied by a factor of 1 (one) and shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Severance Payments shall be paid in equal monthly installments according to the Employer’s normal payroll practices then in effect. The severance payments Except for the expiration of this Agreement as a result of the Employee’s non-concurrence in the extension of the Term, the Severance Payments under this Section 7(a7(a)(ii) (ii) and under Section 2 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after the Termination Date. The Employee and his family shall continue to receive health insurance benefits during any period which the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 Severance Payments (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-apportioned rate and subject to applicable law and the requirements of the Employer’s health insurance plans then in effect. The Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date except as may be required by such applicable plan. The Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s behalf prior to the Termination Date which have vested or for which the Employee is otherwise eligible in accordance with the written terms of the plan documents governing such retirement plan. The Employer shall have no obligation to make the severance payments Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 and 9 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the BoardReason, the Employee shall not be entitled to receive severance paymentsSeverance Payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute Cause. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii9(a)(iii) below) shall not prejudice the Employee’s 's right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 including payment of the Agreementlegal fees and expenses incurred, entitled “Indemnification”, is unaffected by for any termination of employment except for a period after termination for Cause related to the claim with respect to which indemnification is soughtexcept as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall, after the Termination Date, shall continue to be subject to any obligations independent obligation to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise provided in this Agreementrequired by law. (ii) In the event that the Employee’s 's employment ceases by reason of the Employer’s 's termination of the Employee’s 's employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, if either party provides the other party with written notice that of the party does not desire to extend party's non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 3 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; any restrictions that had been placed on Equity shall lapse and the Equity Employer shall be freely transferable; (B) obligated concurrently with the Employer shalltermination of such employment, in lieu and replacement of the obligation Employee's entitlement to pay Employee any compensation and other benefits under this AgreementAgreement pursuant to Section 9(a)(i), to make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual cash compensation consisting base salary for a period of Base Salary one (1) year (collectively, Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product “Severance Payments”). The Severance Payments shall be paid to Employee over a period after termination of eighteen months beginning immediately following the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal monthly installments according to the Employer’s 's normal payroll practices then in effect. The In the event termination under this subsection occurs before Employee has completed twelve months of service, Employers obligation to make severance payments shall be limited to one month of base salary for each completed full month of service, but in no case less than six months of base salary. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 7(a9(a)(ii) (ii) and under Section 2 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the Termination DateEmployer. The Employee and his family shall continue to receive health insurance benefits during any period which In addition, the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-apportioned rate and subject to applicable law and the requirements of the Employer’s Company's health insurance plans then in effect. The Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. The Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s 's behalf prior to the Termination Date date of the Employee's termination, which have vested or and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing such any applicable retirement plan. The Employer shall have no obligation to make the severance payments Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 10 and 9 11 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice Directors of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute CauseEmployer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee’s 's employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii9(a)(iii) below) shall not prejudice the Employee’s 's right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 including payment of the Agreementlegal fees and expenses incurred, entitled “Indemnification”, is unaffected by for any termination of employment except for a period after termination for Cause related to the claim with respect to which indemnification is soughtexcept as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall, after the Termination Date, shall continue to be subject to any obligations independent obligation to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise provided in this Agreementrequired by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; Date and any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable; (B) . In the Employer shallevent that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, if the Employee voluntarily resigns for a Good Reason, or if the Employee’s employment terminates due to the death or Total Disability, then in lieu and replacement of the obligation Employee's entitlement to pay Employee any compensation and other benefits under this AgreementAgreement pursuant to Section 9(a)(i), the Employer shall make severance payments to the Employee in an aggregate amount that is equal to eighteen (18) months of the Employee's then current annual cash compensation consisting of Base Salary base salary, Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product shall be paid to Employee over a period of eighteen (18) months beginning immediately following (collectively, the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which “Severance Payments”). The Severance Payments shall be paid to Employee over a period after termination of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid employment in equal monthly installments according to the Employer’s 's normal payroll practices then in effect. Each such payment shall constitute a separate payment for purposes of Internal Revenue Code Section 409A and the guidance issued thereunder (collectively “Section 409A”). However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The severance payments Severance Payments under this Section 7(a9(a) (ii) and under Section 2 12 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the Termination DateEmployer. The In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall continue to receive health insurance benefits during any period which the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-then current employee apportioned contribution rate and subject to applicable law and the requirements of the Employer’s Company's health insurance plans then in effect. The Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. The Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s 's behalf prior to the Termination Date date of the Employee's termination, which have vested or and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing such any applicable retirement plan. The Employer shall have no obligation to make the severance payments Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 10 and 9 11 of this Agreement. Notwithstanding anything stated herein to In the contrary, and for purposes of clarity, should the Employer terminate event that the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than terminates at the end of the Term without Good Reason or without approval by the BoardTerm, then the Employee shall not be entitled entitiled to receive severance paymentsSeverance Payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice Directors of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute CauseEmployer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 7(a)(iii9(a)(iii) below) shall not prejudice the Employee’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, except that the Employee’s entitlement to indemnification under Paragraph 13 including payment of the Agreementlegal fees and expenses incurred, entitled “Indemnification”, is unaffected by for any termination of employment except for a period after termination for Cause related to the claim with respect to which indemnification is soughtexcept as otherwise required by law. Where the Employer terminates terminate the employment of the Employee other than termination for Cause, the Employer shall, after the Termination Date, shall continue to be subject to any obligations independent obligation to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee’s employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise provided in this Agreementrequired by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or, if either party provides the other party with written notice that of the party does not desire to extend party’s non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 3 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; any restrictions that had been placed on Equity shall lapse and the Equity Employer shall be freely transferable; (B) obligated concurrently with the Employer shalltermination of such employment, in lieu and replacement of the obligation Employee’s entitlement to pay Employee any compensation and other benefits under this AgreementAgreement pursuant to Section 9(a)(i), to make severance payments to the Employee in an aggregate amount that is equal to the Employee's ’s then current annual cash compensation consisting base salary for a period of Base Salary one (1) year (collectively, Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product “Severance Payments”). The Severance Payments shall be paid to Employee over a period after termination of eighteen months beginning immediately following the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal monthly installments according to the Employer’s normal payroll practices then in effect. However, if the Employer’s termination of the Employee’s employment without Cause occurs in connection with, or within one and one-half (1 1/2) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The severance payments Severance Payments under this Section 7(a9(a)(ii) (ii) and under Section 2 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the Termination DateEmployer. The Employee and his family shall continue to receive health insurance benefits during any period which In addition, the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (have all existing retirement or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-apportioned rate and subject to applicable law and the requirements employee benefits of the Employer’s health insurance type referred to in Section 6 hereof continue for the remainder of the Term when the Agreement is terminated, except as otherwise required by law or provided in the related retirement or other employee benefit plans then in effector agreements. The Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. The Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s behalf prior to the Termination Date date of the Employee’s termination, which have vested or and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing such any applicable retirement plan. The Employer shall have no obligation to make the severance payments Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 10 and 9 11 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice Directors of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute CauseEmployer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors of the Employer may terminate the Employee’s employment at any time, but any termination by the Employer Board of Directors other than termination for Cause (as defined in Section 7(a)(iii9(a)(iii) below) shall not prejudice the Employee’s right to receive compensation and other benefits under this Agreement, except as stated otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment of legal fees and expenses incurred, for any period after termination for Cause except that as otherwise required by law. Where the Employee’s entitlement to indemnification under Paragraph 13 of the Agreement, entitled “Indemnification”employment, is unaffected by any termination of employment except for a termination for Cause related to the claim with respect to which indemnification is sought. Where the Employer terminates the employment of the Employee terminated other than termination for Cause, the Employer shall, after the Termination Date, shall continue to be subject to any obligations independent obligation to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee’s employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise provided in this Agreementrequired by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result Employer shall be obligated in lieu and replacement of the Employee’s death or Total Disability, or, if either party provides the other party with written notice that the party does not desire entitlement to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date; any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable; (B) the Employer shall, in lieu of the obligation to pay Employee compensation and other benefits under this AgreementAgreement pursuant to Section 9(a)(i), to make severance payments to the Employee in an aggregate amount that is equal to the Employee's ’s then current annual cash compensation consisting of Base Salary , Target Bonus and discretionary bonus, base salary multiplied by a factor fraction, the denominator of 1.5 (one point five) which shall be 12 and the product numerator of which shall be the number of months remaining in the Term (collectively, the “Severance Payments”). Notwithstanding the foregoing, if the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment other than for Cause, the amount paid in Severance Payments to the Employee under this Section shall not be less than the Employee’s annual base salary for a period of one and one-half (1 1/2) years and shall not exceed the Employee’s then annual base salary for a period of two (2) years. The amount paid in Severance Payments to the Employee under this Section shall be paid to Employee over a period after termination of eighteen months beginning immediately following the Termination Date; provided, however, that if the Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal monthly installments according to the Employer’s normal payroll practices then in effect. The severance payments However, if either party provides the other party with written notice of the party’s non-concurrence in the automatic extension of the Term, as set forth in Section 3 of this Agreement, notwithstanding the foregoing, the Employer shall make Severance Payments under this Section 7(afor a period of one (1) year. However, if the Employer’s termination of the Employee’s employment without Cause occurs in connection with, or within one and one-half (ii1 1/2) and years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be determined exclusively under Section 2 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii) shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the Termination DateEmployer. The Employee and his family shall continue to receive health insurance benefits during any period which In addition, the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (have all existing retirement or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee-apportioned rate and subject to applicable law and the requirements employee benefits of the Employer’s health insurance type referred to in Section 6 hereof continued for the remainder of the Term when the Agreement is terminated, except as otherwise required by law or provided in the related retirement or other employee benefit plans then in effector agreements. The Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the Termination Date date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. The Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee’s behalf prior to the Termination Date date of the Employee’s termination, which have vested or and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing such any applicable retirement plan. The Employer shall have no obligation to make the severance payments Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 8 10 and 9 11 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of the Employer after the Employee has been given written notice Directors of the facts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute CauseEmployer. “Cause” shall mean any of the following: