Common use of Termination by the Company Other than for Cause Clause in Contracts

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. Agreement The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); . provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' months prior written notice. During such three (3) month period, the Executive shall continue to perform Perform the Executive's duties pursuant to this Agreement, Agreement and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, . for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, value as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," ", which shall be an amount equal to (Yy) One one Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"'), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if If (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive Executive. is terminated without cause, . the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's Executives duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), ) on the date of any such termination, divided by (Z) twelve (12); provided, provided however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other Other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's ’s employment hereunder other than for whatever reason it deems appropriate; provided, however, Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event such of termination is not based on Cause, as provided in under this Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period5(e), the Executive shall continue be entitled to perform receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive's duties pursuant ’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to this Agreementthe date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her employment and the Company shall continue have no further obligation to compensate the Executive in accordance with this Agreementhereunder, other than the Surviving Company Obligations. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term For purpose of this Agreement, at the then current rate, reduced “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to present value, as set forth in Section 280G Good Reason resulting solely from notice of non-renewal of the Internal Revenue Code or term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) for one and one half (1.5) in the remaining balance event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Term Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and after (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, If the Company may terminate ----------------------------------------------- terminates this Agreement other than for Cause (including if the ExecutiveEmployee terminates this Agreement under the circumstances described in the second sentence of Section 1.05 hereof), then the Employee (or the Employee's employment for whatever reason it deems appropriatebeneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall continue, throughout the remainder of what would have been the normal term of this Agreement, to receive such compensation and benefits as are provided to the Employee pursuant to Section 2 hereof; provided, however, that in no event shall the event such Employee receive, during the period beginning with the date of termination is not based on Cause, as provided in Section 6(c) above, of the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the ExecutiveEmployee's duties pursuant to this Agreement, employment and the Company shall continue to compensate end of what would have been the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term normal term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G an aggregate amount of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in less than one and one-half (11/2) times the Employee's total compensation (including, for purposes of computing total compensation under this Section 54.01, which the amount of any bonus or employee benefits accrued during the relevant period) earned during the twelve-month period immediately preceding the effective date of such termination. The Employee's right to receive such compensation and benefits shall specifically include not be subject to any obligations on the Base Salary and Executive Benefits (part of the "Compensation and Benefits"Employee to perform any work or other obligations on behalf of the Company, its successor(s) or assignee(s), on the date of any such termination, divided by (Z) twelve (12)or to mitigate his damages; provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior Employee actually receives compensation for services rendered to termination for any reason person other than for "Cause"the Company, which services were rendered after the date the Employee was terminated by the Company and (B) before the Executive is terminated without causedate constituting the end of what would have been the normal term of this Agreement, then the Compensation and Benefits amount of any such compensation shall be as existed immediately prior subtracted from the amount otherwise owed to such a decreasethe Employee by the Company pursuant to this Section 4.01. The Executive will For the purposes of determining the amount of benefits to which the Employee shall continue to be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d)2.04 above, the Employee shall be deemed, throughout the period of his entitlement pursuant to this Section 4.01, to have remained in the employ of the Company with an annual salary at the rate in effect on the date of his termination of employment. Such If continuation of any of the benefits described in Section 2.04 cannot be provided as contemplated by this Section 4.01 on account of a prohibition in the terms of a benefit coverage will be offset by comparable coverage provided to plan, the Executive Company shall pay or provide directly for payment of any benefits which would have been payable if the terms of such plan allowed for the crediting anticipated in connection with subsequent employmentthis Section 4.01.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's ’s employment hereunder other than for whatever reason it deems appropriate; provided, however, Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event such of termination is not based on Cause, as provided in under this Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period5(e), the Executive shall continue be entitled to perform receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive's duties pursuant ’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to this Agreementthe date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall continue have no further obligation to compensate the Executive in accordance with this Agreementhereunder, other than the Surviving Company Obligations. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term For purpose of this Agreement, at the then current rate, reduced “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to present value, as set forth in Section 280G Good Reason resulting solely from notice of non-renewal of the Internal Revenue Code or term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) for one and one half (1.5) in the remaining balance event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Term Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and after (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. Subject to the provisions of Section 4 below, if the Company terminates Executive's employment with the Company other than for Cause or if the Company causes a Defacto Termination of Executive (1as defined below) The foregoing notwithstanding(each a "Separation Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of (i) a cash amount equal to the base salary which would have been payable to Executive over 12 months (computed at the annual rate in effect at the date of the Separation Termination), plus (ii) a cash amount equal to the pro rated portion of the performance bonus (computed by reference to the actual number of days Executive is employed during the applicable fiscal year) which would have been paid to Executive under the Company's performance bonus plan for the fiscal year in which the Separation Termination occurs (if any such plan is then in effect) if Executive's employment had continued through the end of the fiscal year and the Company may terminate had achieved 100% of its scheduled performance goals, plus (iii) paid up COBRA benefits for Executive and his or her family for the 12 months following the date of the Separation Termination. Further, notwithstanding any contrary provision in the applicable stock option agreement, all Options which are not vested as of the date of the Separation Termination shall become vested and immediately exercisable and all Options held by Executive as of the date of the Separation Termination (including those which become exercisable solely as a result of the provisions of this sentence) shall remain exercisable for a period of 15 months following the date of the Separation Termination. For purposes of this paragraph, "Defacto Termination" shall include any of the following events: (i) the Company shall reduce the Executive's employment for whatever reason it deems appropriate; provided, however, base salary in an aggregate amount in excess of 10% from that paid in the event such termination is not based on Causeprior fiscal year, except as provided part of a general reduction of executive officers compensation in Section 6(cgeneral; (ii) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue fail to compensate the cause Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance remain an executive officer of the Term of this AgreementCompany; (iii) Executive shall not be afforded the authority, at the then current ratepowers, reduced responsibilities and privileges customarily accorded to present value, as set forth in Section 280G of the Internal Revenue Code an executive with his or her title; or (Biv) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the require Executive's compensation and benefits set forth primary services to be rendered in Section 5, which shall specifically include an area other than the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease Company's principal offices in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employmentgreater Los Angeles metropolitan area.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, If the Company may terminate ----------------------------------------------- terminates this Agreement other than for Cause (including if the ExecutiveEmployee terminates this Agreement under the circumstances described in the second sentence of Section 1.05 hereof), then the Employee (or the Employee's employment for whatever reason it deems appropriatebeneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall continue, throughout the remainder of what would have been the normal term of this Agreement, to receive such compensation and benefits as are provided to the Employee pursuant to Section 2 hereof; provided, however, that in no event shall the event such Employee receive, during the period beginning with the date of termination is not based on Cause, as provided in Section 6(c) above, of the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the ExecutiveEmployee's duties pursuant to this Agreement, employment and the Company shall continue to compensate end of what would have been the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term normal term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G an aggregate amount of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in less than one and one-half (1 1/2) times the Employee's total compensation (including, for purposes of computing total compensation under this Section 54.01, which the amount of any bonus or employee benefits accrued during the relevant period) earned during the twelve-month period immediately preceding the effective date of such termination. The Employee's right to receive such compensation and benefits shall specifically include not be subject to any obligations on the Base Salary and Executive Benefits (part of the "Compensation and Benefits"Employee to perform any work or other obligations on behalf of the Company, its successor(s) or assignee(s), on the date of any such termination, divided by (Z) twelve (12)or to mitigate his damages; provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior Employee actually receives compensation for services rendered to termination for any reason person other than for "Cause"the Company, which services were rendered after the date the Employee was terminated by the Company and (B) before the Executive is terminated without causedate constituting the end of what would have been the normal term of this Agreement, then the Compensation and Benefits amount of any such compensation shall be as existed immediately prior subtracted from the amount otherwise owed to such a decreasethe Employee by the Company pursuant to this Section 4.01. The Executive will For the purposes of determining the amount of benefits to which the Employee shall continue to be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d)2.04 above, the Employee shall be deemed, throughout the period of his entitlement pursuant to this Section 4.01, to have remained in the employ of the Company with an annual salary at the rate in effect on the date of his termination of employment. Such If continuation of any of the benefits described in Section 2.04 cannot be provided as contemplated by this Section 4.01 on account of a prohibition in the terms of a benefit coverage will be offset by comparable coverage provided to plan, the Executive Company shall pay or provide directly for payment of any benefits which would have been payable if the terms of such plan allowed for the crediting anticipated in connection with subsequent employmentthis Section 4.01.

Termination by the Company Other than for Cause. (1) i. The foregoing notwithstanding, the Company may terminate the ExecutiveEmployee's employment for whatever reason it deems appropriate; appropriate provided, however, that in the event such termination is not based on Causecause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive Employee shall continue to perform the ExecutiveEmployee's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive Employee in accordance with this Agreement. The Executive Employee will receive, at the ExecutiveEmployee's option, option either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term or any Renewal Term of this Agreement from and after the date of any such termination, termination and the Company shall on the last day of each calendar month pay to the Executive Employee such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred one hundred percent (100%) of the ExecutiveEmployee's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits Bonus, which Bonus shall be payable on a pro-rata basis for the year in which the Employee' employment was terminated other than for cause (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, provided however that if (A) there is a decrease in the ExecutiveEmployee's Compensation and Benefits of more than five (5%) percent prior to termination Benefits, which specifically include the Employee's then Base Salary and Bonus, for any reason other than for "Cause"the targets set forth in Section 5(b) are not met, and (B) the Executive Employee is terminated without cause, the Compensation and Benefits shall be as existed immediately immediate prior to such a decrease. The Executive Employee will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive Employee with comparable benefit coverage during the term in which the Executive Employee is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will not be offset by comparable coverage provided to the Executive Employee in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's ’s employment hereunder other than for whatever reason it deems appropriate; provided, however, Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event such of termination is not based on Cause, as provided in under this Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period5(e), the Executive shall continue be entitled to perform receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive's duties pursuant ’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to this Agreementthe date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall continue have no further obligation to compensate the Executive in accordance with this Agreementhereunder, other than the Surviving Company Obligations. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term For purpose of this Agreement, at the then current rate, reduced “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to present value, as set forth in Section 280G Good Reason resulting solely from notice of non-renewal of the Internal Revenue Code or term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) for one and one half (1.5) in the remaining balance event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Term Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and after (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier, and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. Other Than by Reason of Executive’s Death or Disability; and Other than in Connection with a Change in Control Event. Subject to Executive’s execution of a separation and release of claims agreement (1“Release Agreement”) The foregoing notwithstandingcontaining, among other things, a general release of claims against the Company, its affiliates (including, without limitation, any subsidiary, and together, the “Affiliated Entities”), and each of its and their officers, directors, employees, agents and attorneys, and Executive’s reaffirmation of his continuing obligations under the Proprietary Information and Inventions Agreement that he previously signed in connection with his employment by the Company, the Non-Competition and Non-Solicitation Agreement (referenced below), and any other restrictive covenant agreements between Executive and the Company, in a form provided by the Company at the time of Executive’s departure that is the then-current standard form used by the Company for departing executives, and such Release Agreement becoming irrevocable within sixty (60) days following the Date of Termination (the “Severance Conditions”), if Executive’s employment is terminated by the Company other than (i) for Cause; or (ii) by reason of Executive’s death or Disability, and other than in connection with a Change in Control Event (as defined below), then in addition to the Accrued Obligations, the Company may terminate shall: Beginning on the Executive's employment for whatever reason it deems appropriate; provided, however, that in sixtieth (60th) day following the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Date of Termination pay to Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided) months of base salary at Executive’s most recent base salary rate, however, that if such payment to be made in approximately equal installments according to the Company’s then-current payroll practices (A) there is a decrease except as otherwise provided below in the case of amounts that are subject to a prior deferral election). Provide continued coverage under the Company’s group medical and dental plans (the “Health Plans”), if and to the extent permitted by such plans and subject to their terms, and also subject to Executive paying his normal proportion of the cost thereof, for a period of twelve (12) months following the Date of Termination, and if the Health Plans do not permit such continued coverage, and if Executive should be eligible for and properly elect health care continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), pay that portion of Executive's Compensation ’s COBRA premium payments (and, if applicable, for family coverage) for health coverage that is paid by the Company to active and Benefits similarly-situated employees who receive the same type of more coverage, for a period of twelve (12) months following the Date of Termination, unless the provision of the foregoing benefits will violate the nondiscrimination requirements of applicable law, in which case the Company payments will not apply. Any obligations under this Section 2.2.2 shall cease at such earlier time as Executive becomes eligible for coverage under another employer’s group medical plan, and Executive shall immediately inform the Company in writing of such occurrence. Pay to Executive a sum equal to his actual incentive award, if any, as calculated according to the Company’s Annual Incentive Program for the fiscal year in which Executive’s termination occurs, payable at such time, in such amount (if any), and in the manner provided thereunder. Termination By the Company for Cause; By Reason of Executive’s Death or Disability; Or By Executive Other than five (5%) percent prior to termination for Good Reason in Connection with a Change in Control Event. If Executive’s employment is terminated by the Company for Cause, or by reason of Executive’s death or Disability, or by Executive for any reason other than for "Cause", and Good Reason (Bas defined below) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employmenta Change in Control Event, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of the Accrued Obligations.

Termination by the Company Other than for Cause. Subject to the provisions of Section 4 below, if the Company terminates Executive's employment with the Company other than for Cause or if the Company causes a Defacto Termination of Executive (1as defined below) The foregoing notwithstanding(each a "Separation Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of (i) a cash amount equal to the base salary which would have been payable to Executive over six months (computed at the annual rate in effect at the date of the Separation Termination), plus (ii) a cash amount equal to the pro rated portion of the performance bonus (computed by reference to the actual number of days Executive is employed during the applicable fiscal year) which would have been paid to Executive under the Company's performance bonus plan for the fiscal year in which the Separation Termination occurs (if any such plan is then in effect) if Executive's employment had continued through the end of the fiscal year and the Company may terminate had achieved 100% of its scheduled performance goals, plus (iii) paid up COBRA benefits for Executive and his or her family for the 12 months following the date of the Separation Termination. Further, notwithstanding any contrary provision in the applicable stock option agreement, all Options which are not vested as of the date of the Separation Termination shall become vested and immediately exercisable and all Options held by Executive as of the date of the Separation Termination (including those which become exercisable solely as a result of the provisions of this sentence) shall remain exercisable for a period of 12 months following the date of the Separation Termination. For purposes of this paragraph, "Defacto Termination" shall include any of the following events: (i) the Company shall reduce the Executive's employment for whatever reason it deems appropriate; provided, however, base salary in an aggregate amount in excess of 10% from that paid in the event such termination is not based on Causeprior fiscal year, except as provided part of a general reduction of executive officers compensation in Section 6(cgeneral; (ii) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue fail to compensate the cause Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance remain an executive officer of the Term of this AgreementCompany; (iii) Executive shall not be afforded the authority, at the then current ratepowers, reduced responsibilities and privileges customarily accorded to present value, as set forth in Section 280G of the Internal Revenue Code an executive with his or her title; or (Biv) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the require Executive's compensation and benefits set forth primary services to be rendered in Section 5, which shall specifically include an area other than the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease Company's principal offices in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employmentgreater Los Angeles metropolitan area.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, Termination of the Executive by the Company may terminate other than for Cause, as defined in Section 4(c) below, shall cause the Company to make payments to the Executive hereunder pursuant to the provisions of this Section 4(b). Such a termination shall require at least sixty (60) business days' prior notice and must be signed by at least three-fourths (3/4) of all the non-employee members of the Board of Directors. Notwithstanding anything to the contrary contained in the Stock Option Program or any agreement or document related thereto, the Executive's employment total outstanding and unvested shares and/or options under the Stock Option Plan shall at the date of termination be deemed to be 100% vested. No further grants of stock or options shall be made under the Plan after such termination. With respect to base salary and annual incentive compensation, the Company's obligation shall be to pay the Executive, according to the terms of this Agreement and for whatever reason it deems appropriate; provideda period of thirty-six (36) months, however, that an amount equal to the annual salary and incentive paid to the Executive at the bonus level for the year prior to which such termination occurs unless performance of the Company as defined in the matrix referenced in Section 3(b) is better in the year of termination, in which event such termination is not bonus shall be based on Cause, the matrix calculation as provided described in Section 6(c) above3(b), the Company may terminate this Agreement upon giving three (3) months' prior written noticesuch annual amounts to be paid in equal monthly installments. During such three (3) the 36-month severance payment period, the Executive shall continue be entitled to perform all payments, benefits and perquisites as provided for in this Agreement, and office space and secretarial support comparable to that provided to the Executive during his employment by the Company. The Executive shall be entitled to all payments and benefits as provided for in this Section for a period of thirty-six (36) months. If the Board of Directors fails to reelect the Executive to a position comparable to that described in Section 1(a) of this Agreement or, without terminating the Executive's employment, removes the Executive from his position for reasons other than Cause, substantively reduces the Executive's duties and responsibilities, reduces his pay and/or benefits without the written consent of the Executive, forces relocation, or requires excessive travel, then the Executive may, by notice to the Company, treat such action or removal as a termination of the Executive by the Company pursuant to this Agreement, and Section 4(b). In the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) event of the Executive's compensation and benefits set forth in death before the completion of the payments pursuant to this Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"4(b), on the date of any such termination, divided remaining payments hereunder shall be made to the beneficiary or beneficiaries designated by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without causeto the Company in writing or, the Compensation and Benefits shall be as existed immediately prior to absent such a decrease. The Executive will be entitled designation, to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employmenthis estate.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's ’s employment hereunder other than for whatever reason it deems appropriate; provided, however, Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event such of termination is not based on Cause, as provided in under this Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period5(e), the Executive shall continue be entitled to perform receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive's duties pursuant ’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to this Agreementthe date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall continue have no further obligation to compensate the Executive in accordance with this Agreementhereunder, other than the Surviving Company Obligations. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term For purpose of this Agreement, at the then current rate, reduced “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to present value, as set forth in Section 280G Good Reason resulting solely from notice of non-renewal of the Internal Revenue Code or term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) for one and one half (1.5) in the remaining balance event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Term Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and after (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election tinder Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, If the Company may shall ----------------------------------------------- terminate the Executive's employment pursuant to Section 8.5 hereof, then the Company shall pay to the Executive, without duplication, (A) his Salary earned and unpaid through the Termination Date, (B) any vacation pay required by applicable law, and (C) the greater of: (I) Salary payable during the notice period required by applicable provincial legislation; and (II) until the date (the "Severance Termination Date") which is the second anniversary of the Effective Date, severance at a rate equal to 100% of his Salary for whatever reason it deems appropriate; providedsuch period. With respect to any termination of employment to which this Section 9.4 applies, however, that in until the event such termination is not based on Cause, as provided in Section 6(c) aboveSeverance Termination Date, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month periodshall, if the Executive shall continue to perform the Executive's duties was participating in any medical and dental insurance plans pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal Section 3.4 hereof immediately prior to the "Compensation effectiveness of his termination of employment and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced subject to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay employee contribution applicable to the Executive immediately prior to such "Compensation and Benefits," which shall be an amount equal effectiveness, continue to (Y) One Hundred percent (100%) contribute to the cost of the Executive's compensation participation in such medical and benefits set forth dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company to the Executive under this Section 9.4 (other than with respect to Salary earned and unpaid through the Termination Date and any vacation pay required by applicable law) are conditioned upon the Executive's signing a release of claims in Section 5, which shall specifically include the Base Salary and Executive Benefits form attached hereto as Exhibit A --------- (the "Compensation and BenefitsRelease"), on ) within 30 days of the date on which notice of any termination is given and upon such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be in the Executiveform of salary continuation, payable in accordance with the normal payroll practices of the Company and will begin at the Company's Compensation and Benefits next regular payroll period following the effective date of more than five (5%) percent prior to termination for any reason other than for "Cause"the Release, and (B) the Executive is terminated without cause, the Compensation and Benefits but shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided retroactive to the Executive in connection with subsequent employmentTermination Date.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) three-month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement Agreement, from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (Ai) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other Other than for "Cause", and (Bii) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's ’s employment hereunder other than for whatever reason it deems appropriate; provided, however, Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event such of termination is not based on Cause, as provided in under this Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period5(e), the Executive shall continue be entitled to perform receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive's duties pursuant ’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to this Agreementthe date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall continue have no further obligation to compensate the Executive in accordance with this Agreementhereunder, other than the Surviving Company Obligations. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term For purpose of this Agreement, at the then current rate, reduced “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(t) (other than due to present value, as set forth in Section 280G Good Reason resulting solely from notice of non-renewal of the Internal Revenue Code or term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) for one and one half (1.5) in the remaining balance event of a termination under Section 5(e) or Section 5(i), in each case, on or following the expiration of the Term Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and after (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, If the Company may shall ----------------------------------------------- terminate the Executive's employment pursuant to Section 8.5 hereof, then the Company shall pay to the Executive, without duplication, (A) his Salary earned and unpaid through the Termination Date, (B) any vacation pay required by applicable law, and (C) the greater of: (I) Salary payable during the notice period required by applicable provincial legislation; and (II) until the date (the "Severance Termination Date") which is the third anniversary of the Effective Date, severance at a rate equal to 100% of his Salary for whatever reason it deems appropriate; providedsuch period. With respect to any termination of employment to which this Section 9.4 applies, however, that in until the event such termination is not based on Cause, as provided in Section 6(c) aboveSeverance Termination Date, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month periodshall, if the Executive shall continue to perform the Executive's duties was participating in any medical and dental insurance plans pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal Section 3.4 hereof immediately prior to the "Compensation effectiveness of his termination of employment and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced subject to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay employee contribution applicable to the Executive immediately prior to such "Compensation and Benefits," which shall be an amount equal effectiveness, continue to (Y) One Hundred percent (100%) contribute to the cost of the Executive's compensation participation in such medical and benefits set forth dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company to the Executive under this Section 9.4 (other than with respect to Salary earned and unpaid through the Termination Date and any vacation pay required by applicable law) are conditioned upon the Executive's signing a release of claims in Section 5, which shall specifically include the Base Salary and Executive Benefits form attached hereto as Exhibit A --------- (the "Compensation and BenefitsRelease"), on ) within 30 days of the date on which notice of any termination is given and upon such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be in the Executiveform of salary continuation, payable in accordance with the normal payroll practices of the Company and will begin at the Company's Compensation and Benefits next regular payroll period following the effective date of more than five (5%) percent prior to termination for any reason other than for "Cause"the Release, and (B) the Executive is terminated without cause, the Compensation and Benefits but shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided retroactive to the Executive in connection with subsequent employmentTermination Date.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, Termination of the Executive by the Company may terminate other than for Cause, as defined in Section 4(c) below, shall cause the Company to make payments to the Executive hereunder pursuant to the provisions of this Section 4(b). Such a termination shall require at least sixty (60) business days' prior notice and must be signed by at least three-fourths (3/4) of all the non-employee members of the Board of Directors. Notwithstanding anything to the contrary contained in Stock Option Program or any agreement or document related thereto, the Executive's employment total outstanding and unvested shares and/or options under the Stock Option Plan shall at the date of termination be deemed to be 100% vested. No further grants of stock or options shall be made under the Plan after such termination. With respect to base salary and annual incentive compensation, the Company's obligation shall be to pay the Executive, according to the terms of this Agreement and for whatever reason it deems appropriate; provideda period of thirty-six (36) months, however, that an amount equal to the annual salary and incentive paid to the Executive [at the bonus level for the year prior to which such termination occurs unless performance of the Company as defined in the matrix referenced in Section 3(b) is better in the year of termination, in which event such termination is not bonus shall be based on Cause, the matrix calculation as provided described in Section 6(c) above3(b)], the Company may terminate this Agreement upon giving three (3) months' prior written noticesuch annual amounts to be paid in equal monthly installments. During such three (3) the 36-month severance payment period, the Executive shall continue be entitled to perform all payments, benefits and perquisites as provided for in this Agreement, and office space and secretarial support comparable to that provided to the Executive during his employment by the Company. The Executive shall be entitled to all payments and benefits as provided for in this Section for a period of thirty-six (36) months. If the Board of Directors fails to reelect the Executive to a position comparable to that described in Section 1(a) of this Agreement or, without terminating the Executive's employment, removes the Executive from his position for reasons other than Cause, substantively reduces the Executive's duties and responsibilities, reduces his pay and/or benefits, forces relocation, or requires excessive travel, then the Executive may, by notice to the Company, treat such action or removal as a termination of the Executive by the Company pursuant to this Agreement, and Section 4(b). In the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) event of the Executive's compensation and benefits set forth in death before the completion of the payments pursuant to this Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"4(b), on the date of any such termination, divided remaining payments hereunder shall be made to the beneficiary or beneficiaries designated by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without causeto the Company in writing or, the Compensation and Benefits shall be as existed immediately prior to absent such a decrease. The Executive will be entitled designation, to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employmenthis estate.

Termination by the Company Other than for Cause. Subject to the provisions of Section 4 below, if the Company terminates Executive's employment with the Company other than for Cause or if the Company causes a Defacto Termination of Executive (1as defined below) The foregoing notwithstanding(each a "Separation Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of (i) a cash amount equal to the base salary which would have been payable to Executive over six months (computed at the annual rate in effect at the date of the Separation Termination), plus (ii) a cash amount equal to the pro rated portion of the performance bonus (computed by reference to the actual number of days Executive is employed during the applicable fiscal year) which would have been paid to Executive under the Company's performance bonus plan for the fiscal year in which the Separation Termination occurs (if any such plan is then in effect) if Executive's employment had continued through the end of the fiscal year and the Company may terminate had achiever 100% of its scheduled performance goals, plus (iii) paid up COBRA benefits for Executive and his or her family for the 12 months following the date of the Separation Termination. Further, notwithstanding any contrary provision in the applicable stock option agreement, all Options which are not vested as of the date of the Separation Termination shall become vested and immediately exercisable and all Options held by Executive as of the date of the Separation Termination (including those which become exercisable solely as a result of the provisions of this sentence) shall remain exercisable for a period of 12 months following the date of the Separation Termination. For purposes of this paragraph, "Defacto Termination" shall include any of the following events: (i) the Company shall reduce the Executive's employment for whatever reason it deems appropriate; provided, however, base salary in an aggregate amount in excess of 10% from that paid in the event such termination is not based on Causeprior fiscal year, except as provided part of a general reduction of executive officers compensation in Section 6(cgeneral; (ii) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue fail to compensate the cause Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance remain an executive officer of the Term of this AgreementCompany; (iii) Executive shall not be afforded the authority, at the then current ratepowers, reduced responsibilities and privileges customarily accorded to present value, as set forth in Section 280G of the Internal Revenue Code an executive with his or her title; or (Biv) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the require Executive's compensation and benefits set forth primary services to be rendered in Section 5, which shall specifically include an area other than the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease Company's principal offices in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employmentgreater Los Angeles metropolitan area.

Termination by the Company Other than for Cause. (1i) The foregoing notwithstanding, the Company may terminate the ExecutiveEmployee's employment for whatever reason it deems appropriate; appropriate provided, however, that in the event such termination is not based on Causecause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive Employee shall continue to perform the ExecutiveEmployee's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive Employee in accordance with this Agreement. The Executive Employee will receive, at the ExecutiveEmployee's option, option either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term or any Renewal Term of this Agreement from and after the date of any such termination, termination and the Company shall on the last day of each calendar month pay to the Executive Employee such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred one hundred percent (100%) of the ExecutiveEmployee's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits Bonus, which Bonus shall be payable on a pro-rata basis for the year in which the Employee's employment was terminated other than for cause (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, provided however that if (A) there is a decrease in the ExecutiveEmployee's Compensation and Benefits of more than five (5%) percent prior to termination Benefits, which specifically include the Employee's then Base Salary and Bonus, for any reason other than for "Cause"the targets set forth in Section 5(b) are not met, and (B) the Executive Employee is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive Employee will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive Employee with comparable benefit coverage during the term in which the Executive Employee is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will not be offset by comparable coverage provided to the Executive Employee in connection with subsequent employment.

Termination by the Company Other than for Cause. Subject to the provisions of Section 4 below, if the Company terminates Executive's employment with the Company other than for Cause or if the Company causes a Defacto Termination of Executive (1as defined below) The foregoing notwithstanding(each a "Separation Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of (i) a cash amount equal to the base salary which would have been payable to Executive over six months (computed at the annual rate in effect at the date of the Separation Termination), plus (ii) a cash amount equal to the pro rated portion of the performance bonus (computed by reference to the actual number of days Executive is employed during the applicable fiscal year) which would have been paid to Executive under the Company's performance bonus plan for the fiscal year in which the Separation Termination occurs (if any such plan is then in effect) if Executive's employment had continued through the end of the fiscal year and the Company may terminate had achieved 100% of its scheduled performance goals, plus (iii) paid up COBRA benefits for Executive and his or her family for the 12 months following the date of the Separation Termination. Further, notwithstanding any contrary provision in the applicable stock option agreement, all Options which are not vested as of the date of the Separation Termination shall become vested and immediately execisable and all Options held by Executive as of the date of the Separation Termination (including those which become exercisable solely as a result of the provisions of this sentence) shall remain exercisable for a period of 12 months following the date of the Separation Termination. For purposes of this paragraph, "Defacto Termination" shall include any of the following events: (i) the Company shall reduce the Executive's employment for whatever reason it deems appropriate; provided, however, base salary in an aggregate amount in excess of 10% from that paid in the event such termination is not based on Causeprior fiscal year, except as provided part of a general reduction of executive officers compensation in Section 6(cgeneral; (ii) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue fail to compensate the cause Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance remain an executive officer of the Term of this AgreementCompany; (iii) Executive shall not be afforded the authority, at the then current ratepowers, reduced responsibilities and privileges customarily accorded to present value, as set forth in Section 280G of the Internal Revenue Code an executive with his or her title; or (Biv) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the require Executive's compensation and benefits set forth primary services to be rendered in Section 5, which shall specifically include an area other than the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease Company's principal offices in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employmentgreater Los Angeles metropolitan area.

Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, If the Company may terminate terminates this Agreement other than for Cause (including if the Executive's employment for whatever reason it deems appropriateEmployee terminates this Agreement under the circumstances described in the second sentence of Section 1.05 hereof), then the Employee (or the Employee’s beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall continue, throughout the remainder of what would have been the normal term of this Agreement, to receive such compensation and benefits as are provided to the Employee pursuant to Section 2 hereof; provided, however, that in no event shall the event such Employee receive, during the period beginning with the date of termination is not based on Cause, as provided in Section 6(c) above, of the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, Employee’s employment and the Company shall continue to compensate end of what would have been the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term normal term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G an aggregate amount of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in less than one and one-half (1½) times the Employee’s total compensation (including, for purposes of computing total compensation under this Section 54.01, which the amount of any bonus or employee benefits accrued during the relevant period) earned during the twelve-month period immediately preceding the effective date of such termination. The Employee’s right to receive such compensation and benefits shall specifically include not be subject to any obligations on the Base Salary and Executive Benefits (part of the "Compensation and Benefits"Employee to perform any work or other obligations on behalf of the Company, its successor(s) or assignee(s), on the date of any such termination, divided by (Z) twelve (12)or to mitigate his damages; provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior Employee actually receives compensation for services rendered to termination for any reason person other than for "Cause"the Company, which services were rendered after the date the Employee was terminated by the Company and (B) before the Executive is terminated without causedate constituting the end of what would have been the normal term of this Agreement, then the Compensation and Benefits amount of any such compensation shall be as existed immediately prior subtracted from the amount otherwise owed to such a decreasethe Employee by the Company pursuant to this Section 4.01. The Executive will For the purposes of determining the amount of benefits to which the Employee shall continue to be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d)2.03 above, the Employee shall be deemed, throughout the period of his entitlement pursuant to this Section 4.01, to have remained in the employ of the Company with an annual salary at the rate in effect on the date of his termination of employment. Such If continuation of any of the benefits described in Section 2.03 cannot be provided as contemplated by this Section 4.01 on account of a prohibition in the terms of a benefit coverage will be offset by comparable coverage provided to plan, the Executive Company shall pay or provide directly for payment of any benefits which would have been payable if the terms of such plan allowed for the crediting anticipated in connection with subsequent employmentthis Section 4.01.