Common use of Termination by the Company Other Than for Cause or by the Executive for Good Reason Clause in Contracts

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty percent (50%) of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates his the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) have the Company pay for one year nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his the Executive’s family members, if applicable, which that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);; and (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty seventy-five percent (5075%) of the Annual Base Salary Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted , subject to the Executive by the Companypayment as set forth in Sections 5.5 and 5.9 hereof.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his her employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “"Accrued Obligations”"): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he she shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s 's standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s 's premiums for health insurance benefit continuation for the Executive and his her family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “"COBRA Continuation”"); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s 's employment; (d) an amount as severance pay equal to fifty percent (50%) of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates (i) The Term and the Executive’s employment hereunder may be terminated by the Company other than for Cause or Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive terminates his and shall terminate automatically and immediately upon the Executive’s resignation for Good Reason at the end of any applicable cure period if the circumstances giving rise to Good Reason are not cured. (ii) If the Executive’s employment is terminated by the Company other than for Cause, or if the Executive resigns for Good Reason, the then Executive shall be entitled topaid: (aA) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual any earned but unpaid Base Salary and/or accrued but unused vacation, and all vested equity through the Date of Termination Termination; (B) an additional twelve (12) months of Annual Compensation, and any earned but unpaid bonus awards, to be paid out over twelve (12) months in accordance with the Company’s regular payroll practices; (C) acceleration of any then unvested stock options, restricted stock grants or other equity awards, with a right for the Executive (or his estate) to exercise any such stock options for a period equal to the extent not theretofore paid; shorter of (i) twelve (12) months thereafter or (ii) the product maximum period provided for in the Plan or any amended or successor plan; (D) payment or reimbursement, as applicable, of the Company portion of the health insurance costs for the Executive and his family under the Company-provided group health plan for eighteen (x18) months following the Annual Bonus payable termination of the Executive’s regular employee coverage, provided that any such payment or reimbursement which constitutes deferred compensation under Section 409A shall be made annually within thirty (30) days after the end of the calendar year in which the health insurance costs were incurred; and (E) reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with respect the Company’s policy prior to the fiscal Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(coccurred); and (iiiF) any compensation previously deferred by the Executive (together with accrued interest or earnings thereonsuch Employee Benefits, if any) and any accrued vacation pay that would , as to which he may be payable entitled upon termination of employment under the Company’s standard policy, in each case to terms of the extent not theretofore paid; plan documents and applicable law (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if applicable, which the Company provides to the Executive including under the applicable provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”amended), to . Following the extent that the Company would have paid such premiums had the Executive remained employed Executive’s termination of employment by the Company (such continued payment is hereinafter referred other than for Cause or if Executive resigns for Good Reason, except as set forth above or as required by applicable law, the Executive shall have no further rights to as “COBRA Continuation”); (c) an amount equal any compensation or any other benefits under this Agreement. Notwithstanding the foregoing, in order to fifty percent (50%) be eligible for any of the Annual Bonus that would have been paid severance payments and benefits under Sections 5(c)(ii)(B), 5(c)(ii)(C) or 5(c)(ii)(D) above, the Executive must execute and deliver to the Executive for Company a general release in a form reasonably satisfactory to the fiscal year in which Board. If the Date of Termination falls but for payments to be made under this Section 5(c) are otherwise subject to Section 409A, they shall be made, or commence to be made, on the termination of first pay period following the date that is thirty (30) days after the Executive’s employment; (d) an amount as severance pay equal employment terminates. If the payments are not otherwise subject to fifty percent (50%) of Section 409A, they shall be made, or commence to be made, on the Annual Base Salary for first business day after the fiscal year in which release becomes effective. The initial payment shall include any unpaid amounts from the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted date the Executive’s employment terminated, subject to the Executive by Executive’s executing and delivering the Companyrelease on the terms as set forth above.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his her employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he she shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his her family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty percent (50%) of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and; (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iv) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) have the Company pay for one (1) year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his the Executive’s family members, if applicable, which that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount as severance pay equal to fifty percent one (50%1) of times the Annual Performance Bonus that would have been paid payable with respect to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employmentoccurs; (d) an amount as severance pay equal to fifty percent one (50%1) of times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the The Company terminates the may terminate Executive’s employment without Cause at any time without notice and Executive may terminate his employment for Good Reason upon thirty (30) days prior written notice to the Company as set forth herein. If Executive’s employment is terminated by the Company other than for Cause or the by Executive terminates his employment for Good Reason, in addition to receiving all accrued Base Salary, any unpaid Annual Bonus actually earned and Benefits through the date of termination, and contingent upon Executive’s execution of a release of all claims against the Company in a form reasonably acceptable to the Company, Executive shall be entitled to: (a) receive payment of to and shall be subject to the following accrued obligations (the “Accrued Obligations”):as applicable: (i) One (1) year Base Salary and an amount equal to the average of the Annual Base Salary through Bonuses earned by the Date Executive for the three (3) consecutive fiscal years preceding the termination of Termination to his employment (or such shorter period of time in the extent event Executive has not theretofore paidbeen employed by the Company for three (3) years), payable monthly in twelve (12) equal installments; (ii) the product A pro rata portion of (x) the Annual his Target Bonus payable with respect to for the fiscal year in which such termination occurs (provided that the Date applicable performance targets as determined by the Board have been satisfied or, in the reasonable business judgment of Termination occurs and (ythe Board, based on available information as of the date of termination, are likely to be satisfied) determined by multiplying the applicable Target Bonus amount by a fraction the numerator of which is the number of days in the current fiscal year through prior to the Date date of Termination, termination and the denominator of which is three hundred sixty-five (365); provided that, in 365 payable within sixty days of the end of the fiscal year. In the event that the Executive is entitled to an amount in respect has already received a payment representing a percentage of the Annual his Target Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which such termination occurs, such payment shall be treated as an advance payment and deducted from the Date of Termination falls amount calculated in accordance with this paragraph (but for the termination of in no event shall be subject to repayment by the Executive’s employment); (diii) an amount Immediate vesting, deemed to occur on the day immediately prior to the date of such termination, of the unvested portion of the Option or other equity rights which he may be granted prior to such termination; (iv) The right to exercise the Option at any time through the earlier of (i) the end the Option term or (ii) the first (1st) anniversary of the date of such termination; (v) To the extent Executive or his dependents are covered under any medical, prescription drug, or other health care plan of the Company at the time of such termination, such coverage shall continue, at no cost to such Executive or his dependents, through the end of the calendar month which includes the first anniversary of such termination and the qualifying event for purposes of COBRA shall be deemed to be the first anniversary of such termination; (vi) Executive shall have the right (“Company Termination Put”), by written notice to the Company given at any time which is within thirty (30) days after the later of (i) the date of such termination of Executive’s employment or (ii) the applicable Maturity Date (as severance pay equal to fifty percent (50%defined in 5(a) above) of the Annual Base Salary Option Shares subject to such Company Termination Put, to sell to the Company all, but not less than all, of the Option Shares owned by Executive (or his legal representative) which may be made subject to such Company Termination Put on the date such Put is exercised by the giving of such written notice for a price per share equal to the fiscal year Fair Market Value Per Share of the Company’s common stock (as defined in Section 5 (a) hereof) on the date such Company Termination Put is so exercised. (vii) The Company shall have the right (“Company Termination Call”) at any time which is both after the date Executive’s employment terminates pursuant to this Section 5(d) and the Maturity Date of the Option Shares which are the subject of such Company Termination Call (“Purchase Date”) to purchase all, but not less than all, of the Option Shares owned by Executive which could be subject to such Call on the Exercise Date (as defined below). The price per share paid by the Company shall be equal to the Fair Market Value Per Share of the Company’s common stock on the Exercise Date. The Company shall give Executive at least thirty (30) days advance written notice of each exercise of the Company Termination Call and shall specify in such notice (a) the Purchase Date, which shall be not more than ninety (90) days following the date of such notice, and (b) the date as of which the Fair Market Value Per Share of the Company’s common stock is to be determined for purposes of such Company Termination Call (“Exercise Date”), provided that in no event may the Exercise Date be prior to the Maturity Date of the Option Shares subject to such Company Termination occurs; andCall. Any Option Shares purchased by the Company in connection with the exercise of the Company Termination Call may be paid for in cash or in immediately available funds by check or by wire transfer. The Company’s rights under this subparagraph (vii) shall terminate upon the effectiveness of an Initial Public Offering. (eviii) immediate vesting For purposes of all outstanding stock options previously granted this Agreement, “Good Reason” means any of the following conditions (not consented to in advance by Executive or ratified subsequently by Executive), which condition(s) remain(s) in effect thirty (30) days after written notice to the Board from Executive by the Company.of such conditions:

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If Subject to the provisions of Section 8(e), if, during the Employment Period Period, the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his employment for Good ReasonReason (each such termination an "Involuntary Termination"), the Executive shall shall, in addition to the amounts provided in Section 8(a), be entitled to: (a) to receive payment of the following accrued obligations (the “Accrued Obligations”): (i) a pro-rata portion of the Annual Base Salary through Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "Prorated Performance Bonus") equal to the extent not theretofore paid; (ii) Target Bonus for the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and Executive's Employment is terminated (ythe "Partial Year") multiplied by a fraction fraction, the numerator of which is equal to the number of days in the current fiscal year through Executive was employed by the Date of Termination, Company during the Partial Year and the denominator of which is three hundred sixty-five 365, (365ii) continuation of the Executive's Base Salary in effect at the Date of Termination (the "Continued Salary") for a period beginning on the Date of Termination and ending on the first anniversary thereof (the "Continuation Period"); provided that, in the event that the Executive is entitled to an amount in respect (iii) payment of the Annual Bonus under Section 8.1(c)for any full year within the Continuation Period, he shall receive and for partial years within the amount payable under Section 8.1(c) first Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive's Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the amount denominator of which is 365 (amounts payable under this Section 8.1(a)(iiclause (iii), the "Continued Annual Bonus) only and (iv) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the extent it exceeds Company's senior executives during the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereonContinuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, if any) and any accrued vacation pay that would be payable under the Company’s standard policy, but in each case to the extent not theretofore paid; (b) for one year after no event more than 30 days following the Date of Termination (or until the Executive qualifies for comparable medical at such earlier date required by law). The Continued Salary and dental insurance benefits from another employerContinued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if as applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had if the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount equal to fifty percent (50%) a senior officer of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty percent (50%) of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Change of Control Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his or her employment for Good ReasonReason or pursuant to a Window Program, the Executive shall be entitled to: (a) receive payment Payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current Annual Base Salary through the Date of Termination to the extent not theretofore paid;; and (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued paid time-off that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid. (b) Payment as follows: (i) if the performance criteria for earning the annual bonus for the full fiscal year of termination have been fully satisfied as of the Date of Termination (excluding any requirement that the Executive be employed by the Company at the end of the fiscal year), the product of (x) the Annual Bonus payable with respect to amount of the fiscal annual bonus for that year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is three hundred sixty-five (365); provided that, in ; (ii) if the event performance criteria for earning the annual bonus for the full fiscal year of termination have not been fully satisfied as of the Date of Termination and the Board determines that all such criteria could not have been satisfied if the Executive is entitled to an remained employed for the full fiscal year, no amount in respect of for the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c)annual bonus; and (iii) any compensation previously deferred by if neither (i) nor (ii) apply, the Executive product of (together with accrued interest or earnings thereon, if anyx) the Three-Year Average Annual Bonus and any accrued vacation pay that would be payable under (y) a fraction the Company’s standard policy, numerator of which is the number of days in each case to the extent not theretofore paid;current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365). (bc) for one year For eighteen (18) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employeremployer or is no longer eligible for continuation coverage under COBRA, whichever occurs firstfirst (the “COBRA Payment Period”), the Company shall pay the Executive’s premiums for for (i) If Executive elects such continuation coverage, health insurance benefit continuation for the Executive and his or her family members, if applicable, which that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);; and (cii) an amount equal additional health coverage (such as BeniComp Select), life, accidental death and disability and other insurance programs for the Executive and his or her family members, if applicable, (the “Additional Coverage”) to fifty percent the extent such programs existed on the Change of Control. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA Continuation and/or Additional Coverage premium benefits without potentially incurring financial costs or penalties under applicable law (50%) including, without limitation, Section 2716 of the Annual Bonus that would have been paid Public Health Service Act), then in lieu of paying COBRA premiums on the Executive’s behalf, the Company will instead pay to the Executive for on the fiscal year in which the Date last day of Termination falls but for the termination each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the COBRA Continuation premium and/or the Additional Coverage Premium, as applicable, for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s employment;election of COBRA coverage or additional coverage or payment of COBRA premiums or additional coverage premiums and without regard to Executive’s continued eligibility for COBRA coverage or coverage for Additional Coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. (d) an amount as severance pay equal to fifty percent (50%) Continuation of the payment of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; andoccurs for a period of eighteen (18) months after the Date of Termination. (e) immediate An amount equal to one and one-half times the Three-Year Average Annual Bonus. (f) Immediate vesting of all outstanding stock options equity awards previously granted to the Executive by the Company. (g) The provision in any agreement evidencing any outstanding stock option causing the option to terminate upon the expiration of three (3) months (or any other period relating to termination of employment) after termination of employment shall be of no force or effect, except that nothing herein shall extend any such option beyond its original maximum contractual term or shall affect its termination for any reason other than termination of employment. (h) Executive’s entitlement to any and all compensation and benefits under the foregoing Sections 8.1(b), (c), (d), (e), (f) and (g) is expressly conditioned on Executive’s execution and delivery to the Company (and the expiration of any revocation period) of a general release and settlement agreement substantially in the form of Exhibit A hereto (a “Release”) within the time period set forth therein (but in no event later than forty-five (45) days after the Date of Termination), which shall be material to the Company’s obligation to provide any such compensation and benefits.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If Subject to the provisions of Section 8(e), if, during the Employment Period Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good ReasonReason (each such termination an “Involuntary Termination”), the Executive shall shall, in addition to the amounts provided in Section 8(a), be entitled to: (a) to receive payment of the following accrued obligations (the “Accrued Obligations”): (i) a pro-rata portion of the Annual Base Salary through Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the “Prorated Performance Bonus”) equal to the extent not theretofore paid; (ii) Target Bonus for the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and Executive’s Employment is terminated (ythe “Partial Year”) multiplied by a fraction fraction, the numerator of which is equal to the number of days in the current fiscal year through Executive was employed by the Date of Termination, Company during the Partial Year and the denominator of which is three hundred sixty-five 365, (365ii) continuation of the Executive’s Base Salary in effect at the Date of Termination (the “Continued Salary”) for a period beginning on the Date of Termination and ending on the first anniversary thereof (the “Continuation Period”); provided that, in the event that the Executive is entitled to an amount in respect (iii) payment of the Annual Bonus under Section 8.1(c)for any full year within the Continuation Period, he shall receive and for partial years within the amount payable under Section 8.1(c) first Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive’s Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the amount denominator of which is 365 (amounts payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and clause (iii) any compensation previously deferred by ), the Executive (together with accrued interest or earnings thereon, if any“Continued Annual Bonus) and any accrued vacation pay that would be payable under (iv) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the Company’s standard policysenior executives during the Continuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in each case to the extent not theretofore paid; (b) for one year after no event more than 30 days following the Date of Termination (or until the Executive qualifies for comparable medical at such earlier date required by law). The Continued Salary and dental insurance benefits from another employerContinued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if as applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had if the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount equal to fifty percent (50%) a senior officer of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty percent (50%) of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “"Accrued Obligations”"): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which that is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s 's standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s 's premiums for health insurance benefit continuation for the Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “"COBRA Continuation”"); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty percent one (50%1) of times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (ed) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and; (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iv) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) have the Company pay for one year eighteen (18) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his the Executive’s family members, if applicable, which that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount as severance pay equal to fifty percent one (50%1) of times the Annual Performance Bonus that would have been paid payable with respect to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employmentoccurs; (d) an amount as severance pay equal to fifty percent two (50%2) of times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which that is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty percent one (50%1) of times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (ed) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Change of Control Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good ReasonReason or pursuant to a Window Program, the Executive shall be entitled to: (a) receive payment Payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current Annual Base Salary through the Date of Termination to the extent not theretofore paid;; and (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued paid time-off that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid. (b) Payment as follows: (i) if the performance criteria for earning the annual bonus for the full fiscal year of termination have been fully satisfied as of the Date of Termination (excluding any requirement that the Executive be employed by the Company at the end of the fiscal year), the product of (x) the Annual Bonus payable with respect to amount of the fiscal annual bonus for that year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is three hundred sixty-five (365); provided that, in ; (ii) if the event performance criteria for earning the annual bonus for the full fiscal year of termination have not been fully satisfied as of the Date of Termination and the Board determines that all such criteria could not have been satisfied if the Executive is entitled to an remained employed for the full fiscal year, no amount in respect of for the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c)annual bonus; and (iii) any compensation previously deferred by if neither (i) nor (ii) apply, the Executive product of (together with accrued interest or earnings thereon, if anyx) the Three-Year Average Annual Bonus and any accrued vacation pay that would be payable under (y) a fraction the Company’s standard policy, numerator of which is the number of days in each case to the extent not theretofore paid;current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365). (bc) for one year For eighteen (18) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for for (i) health insurance benefit continuation for the Executive and his family members, if applicable, which that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);; and (cii) an amount equal to fifty percent additional health coverage (50%) of such as Exec-U-Care), life, accidental death and disability and other insurance programs for the Annual Bonus that would have been paid Executive and his family members, if applicable, to the Executive for extent such programs existed on the fiscal year in which the Date Change of Termination falls but for the termination of the Executive’s employment;Control. (d) an amount as severance pay equal to fifty percent (50%) Continuation of the payment of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; andoccurs for a period of eighteen (18) months after the Date of Termination. (e) immediate An amount equal to one and one-half times the Three-Year Average Annual Bonus. (f) Immediate vesting of all outstanding stock options previously granted to the Executive by the Company. (g) The provision in any agreement evidencing any outstanding stock option causing the option to terminate upon the expiration of three (3) months (or any other period relating to termination of employment) after termination of employment shall be of no force or effect, except that nothing herein shall extend any such option beyond its original maximum contractual term or shall affect its termination for any reason other than termination of employment. (h) Executive’s entitlement to any and all compensation and benefits under the foregoing Sections 8.1(b), (c), (d), (e) and (f) is expressly conditioned on Executive’s execution and delivery to the Company (and the expiration of any revocation period) of a general release and settlement agreement substantially in the form of Exhibit A hereto (a “Release”) within the time period set forth therein (but in no event later than forty-five (45) days after the Date of Termination), which shall be material to the Company’s obligation to provide any such compensation and benefits.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and; (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iv) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for one year eighteen months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his the Executive’s family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount as severance pay equal to fifty percent one (50%1) of times the Annual Performance Bonus that would have been paid payable with respect to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employmentoccurs; (d) an amount as severance pay equal to fifty percent two (50%2) of times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s 's employment other than for Cause or the Executive terminates his her employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “"Accrued Obligations”"): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he she shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s 's standard policy, in each case to the extent not theretofore paid; (b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s 's premiums for health insurance benefit continuation for the Executive and his her family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “"COBRA Continuation”"); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s 's employment; (d) an amount as severance pay equal to fifty percent one (50%1) of times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Protected Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the Annual Incentive Bonus for the last completed Bonus Payment Period prior to the Date of Termination to the extent not theretofore paid; (iii) the product of (x) the Annual Incentive Bonus payable with respect to the fiscal year Bonus Payment Period in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year such Bonus Payment Period through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, the total number of days in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); andPayment Period; (iiiiv) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (v) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) have the Company pay, for one (1) year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employerTermination, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his the Executive’s family members, if applicable, which that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount as severance pay equal to fifty percent (50%) of [two for President and CEO; one for other executive officers] times the Annual Incentive Bonus that would have been paid payable with respect to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employmentoccurs; (d) an amount as severance pay equal to fifty percent (50%) of [two for President and CEO; one for other executive officers] times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options options, restricted stock units, restricted stock and other equity previously granted to the Executive by the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good ReasonReason or pursuant to a Window Program, the Executive shall be entitled to: (a) receive payment Payment of the following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;; and (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued paid time-off that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid. (b) Payment as follows: (i) if the performance criteria for earning the annual bonus for the full fiscal year of termination have been fully satisfied as of the Date of Termination (excluding any requirement that the Executive be employed by the Company at the end of the fiscal year), the product of (x) the Annual Bonus payable with respect to amount of the fiscal annual bonus for that year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is three hundred sixty-five (365); provided that, in ; (ii) if the event performance criteria for earning the annual bonus for the full fiscal year of termination have not been fully satisfied as of the Date of Termination and the Board determines that all such criteria could not have been satisfied if the Executive is entitled to an remained employed for the full fiscal year, no amount in respect of for the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c)annual bonus; and (iii) any compensation previously deferred by if neither (i) nor (ii) apply, the Executive product of (together with accrued interest or earnings thereon, if anyx) the Three-Year Average Annual Bonus and any accrued vacation pay that would be payable under (y) a fraction the Company’s standard policy, numerator of which is the number of days in each case to the extent not theretofore paid; (b) for one current fiscal year after through the Date of Termination and the denominator of which is three hundred sixty-five (365). “Three-Year Average Annual Bonus” shall mean the average of bonuses paid or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to fifty percent (50%) of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted payable to the Executive by the CompanyCompany for each of the three fiscal years immediately preceding the year of termination (including the annualized amount of any such bonus paid or payable for any partial year, but excluding stock options or stock awards, deferred compensation earned during any of those years and any sign-on or other one-time-only bonus). If the Executive has not been an executive officer of the Company during the entire three-year period referred to above or was not offered a bonus during any of those years, then the Three-Year Average Annual Bonus shall be calculated for such shorter time that he or she was an executive officer of the Company and had been paid a bonus.