Common use of Termination by the Company Without Cause or by the Employee for Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Employee terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause or by the Employee for Good Reason. (i) If on or prior to the Employee’s employment second anniversary of the Commencement Date (A) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (B) the Employment Period is terminated by the Company for what the Company (acting in good faith) reasonably believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause as provided in Section 3(d)or Disability, or (C) the Employee terminates his employment resigns for Good Reason as provided in Section 3(e)Reason, then the Company shall pay the Employee his shall be entitled to receive, (1) the Accrued Benefit. In addition, Rights; (2) subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property Employee’s execution and non-disparagementrevocation of a Release pursuant to Section 12 herein, in continued payment of Base Salary for a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days period of thirty-six months after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoingDate, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll practice commencing date to occur on or after the First Payment Date and shall include payment of any amounts that would otherwise be due prior thereto; (3) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a payment equal to the greater of (x) 200% of the average incentive bonus payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company over the preceding three (3) years or (y) 100% of the Employee’s target bonus under the Bonus Plan for the year in which the termination occurs, payable upon the First Payment Date; (4) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, the Rollover Acceleration Payment, payable upon the First Payment Date; (5) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three (3) years from the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of COBRA; and (6) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period three (3) years from the Termination Date, the continuation of Employee’s life insurance and disability coverage to the extent limited by Section 5(f). (ii) If any time after the second anniversary of the Commencement Date (A) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (B) the Employment Period is terminated by the Company for what the Company (acting in good faith) reasonably believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability, or (C) the Employee resigns for Good Reason, the Employee shall be entitled to receive, (1) the Accrued Rights; (2) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of twenty-four months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the First Payment Date and shall include payment of any amounts that would otherwise be due prior thereto; (3) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a payment equal to the 50% of the Employee’s target bonus under the Bonus Plan for the year in which the termination occurs, payable upon the First Payment Date; (4) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, the Rollover Acceleration Payment, payable upon the First Payment Date; (5) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of two (2) years from the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of COBRA; and (6) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period two (2) years from the Termination Date, the continuation of Employee’s life insurance and disability coverage to the extent limited by Section 5(f). (iii) Notwithstanding anything herein to the contrary, Employee may only resign for Good Reason pursuant to this Section 6(c) provided that the Employee has given written notice to the Company within 60 thirty (30) days of the occurrence of any of the events in Section 11(f) and such event remains uncured thirty (30) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day Company’s receipt of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)notice.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company without Cause as provided in Section 3(d)for any reason other than for Cause, Disability or the Employee terminates his employment for Good Reason as provided in Section 3(e)death, then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then Employment Period is terminated by the Company shall pay to for what the Employee a monthly cash payment for twelve Company (12acting in good faith) months reasonably believes is Cause or the Employee’s COBRA health continuation periodDisability, whichever ends earlier, in an amount equal to the monthly employer contribution and it is ultimately determined that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and Employment Period was terminated without Cause or Disability, or (iii) the amounts payable under Section 4(b)(i) and (ii) Employee resigns for Good Reason, the Employee shall be paid out in substantially equal installments entitled to receive, (A) the Accrued Rights; (B) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of twenty-four months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll practice commencing date to occur on or after the First Payment Date and shall include payment of any amounts that would otherwise be due prior thereto; (C) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, the Rollover Acceleration Payment, payable upon the First Payment Date; (D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of two (2) years from the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of COBRA; and (E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period two (2) years from the Termination Date, the continuation of Employee’s life insurance and disability coverage to the extent limited by Section 5(f). Notwithstanding anything herein to the contrary, Employee may only resign for Good Reason pursuant to this Section 6(c) provided that the Employee has given written notice to the Company within 60 thirty (30) days of the occurrence of any of the events in Section 11(f) and such event remains uncured thirty (30) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day Company’s receipt of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)notice.

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the a. The Employee terminates may resign (and thereby terminate his employment under this Agreement) at any time for Good Reason (as provided in Section 3(edefined below), then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory upon not less than thirty (30) days’ prior written notice to the Company and specifying in reasonable detail the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effectivereason therefor, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day reason for resignation for Good Reason is susceptible of a cure, the Company shall have a period begins of thirty (30) days after such written notice to effect a cure. For purposes of this Agreement, “Good Reason” shall mean (a) any material failure by the Company to comply with any material obligation imposed by this Agreement (including the failure of a successor to the Company to assume this Agreement or any purported termination hereof which is not in one calendar year compliance with any applicable notice provisions hereof); (b) a reduction of Employee’s Base or a material reduction in the Employee’s title, position, duties or responsibilities; (c) the Employee’s assignment to an office of the Company located more than fifty (50) miles from the Company’s current Boca Raton, Florida office; or (d) the Company’s creation of working conditions that a reasonable person in the Employee’s position would consider unreasonable or intolerable, as determined by the Compensation Committee. The Company may terminate the employment of Employee without cause and ends the Employee may terminate the Agreement with Good Reason, in each case, at any time upon 30 days’ prior written notice, provided that in either such event the Company shall be obligated to pay Employee, in a second calendar yearlump sum within fifteen (15) days of the date of termination of employment, an amount equal to 100% of the sum of (a) Employee’s then current Base, and (b) any bonuses paid to Employee during the 12 month period preceding the date of such termination. In addition, the Severance Amount Company shall begin to be paid in maintain the second calendar year by Employee’s health insurance, life insurance and disability insurance at its expense on the last day same terms and conditions as existed during the Employee’s employment for the unexpired Term of such 60-day periodthis Agreement; provided, furtherthat such benefits will not be continued in the event that Employee obtains similar benefits in connection with any future employment. Moreover, that in such event, Employee shall be entitled to receive all other customary post-termination benefits under the initial payment Company’s retirement plans, insurance programs, and other benefit plans, and Employee shall include a catchbe entitled to acceleration of any vesting under any long-up payment to cover amounts retroactive to term incentive plans, including the day immediately following the Date vesting of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)any unvested stock options or stock warrants.

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Term, by reason of a termination of the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d)Cause, or the Employee terminates his employment Employee’s resignation for Good Reason Reason, the Company shall provide (x) the Accrued Obligations (as provided defined below); and: (i) The Company shall pay Employee within thirty (30) days after the effective date of termination or by such earlier date if required by applicable law, (A) the aggregate amount of Employee’s earned but unpaid Base Salary then in Section 3(eeffect, (B) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (C) any other amounts due under applicable law, in each case earned and owing through the date of termination (the “Accrued Obligations”). (ii) In addition to the Accrued Obligations, then the Company shall pay to Employee the Employee his Accrued Benefit. In additionamount of any Annual Bonus earned, subject but not yet paid, with respect to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory fiscal year prior to the fiscal year in which the date of termination of Employee’s employment with the Company and the occurs which such payment shall be made to Employee in accordance with Section 3(b) hereof (the “Separation Agreement and ReleaseEarned Bonus”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (iii) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a Annual Bonus at fifty percent (50%) of the maximum eligibility, pro-rata payment (rated based on the number of the days of in the applicable fiscal calendar year in which Employee was employed prior for that calendar year to terminationwhich the bonus relates, which sum shall be paid within fifteen (15) of days after the Employee’s Target Annual Incentive Compensation Release (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained as defined in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii5(a)(iii)) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; andbecomes effective. (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive In addition to the day immediately following the Date of Termination. Each payment pursuant Accrued Obligations, subject to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation (A) Section 1.409A-2(b)(2).5(c) below,

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company without Cause as provided in Section 3(d)for any reason other than for Cause, Disability or the Employee terminates his employment for Good Reason as provided in Section 3(e)death, then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then Employment Period is terminated by the Company shall pay to for what the Employee a monthly cash payment for twelve (12) months Company believes is Cause or the Employee’s COBRA health continuation periodDisability, whichever ends earlier, in an amount equal to the monthly employer contribution and it is ultimately determined that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and Employment Period was terminated without Cause or Disability (iii) the amounts payable under Section 4(b)(iEmployee resigns for Good Reason, (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and (ii) the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewal, her Base Salary from the Termination Date to the second anniversary of the Termination Date to be paid out in substantially equal installments in accordance with the Company’s normal payroll practice commencing within 60 days after practices of the Date Company plus a lump sum payment equaling 100% of Termination; the average annual payments under the Bonus Plans over the preceding three years, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the 60-day occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment of her Base Salary from the Termination Date to the third anniversary of the Termination Date plus 200% of the average annual payments under the Bonus Plans over the preceding three years. If the Employee's employment is terminated in the manner described in this section 6(d), for a period begins in one calendar year and ends in a second calendar yearof three years from the Termination Date, the Severance Amount Company shall begin reimburse the Employee for amounts paid, if any, to be paid in the second calendar year by the last day of such 60-day period; providedcontinue medical, further, that the initial payment shall include a catch-up payment to cover amounts retroactive dental and health coverage pursuant to the day immediately following provisions of the Date of Termination. Each payment Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by section 5(g) and to the extent permitted under the applicable policies, and pay to the Employee the fringe benefits pursuant to this Agreement is intended section 5 which have accrued prior to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)the Termination Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company without Cause as provided in Section 3(d)for any reason other than for Cause, Disability or the Employee terminates his employment for Good Reason as provided in Section 3(e)death, then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then Employment Period is terminated by the Company shall pay to for what the Employee a monthly cash payment for twelve (12) months Company believes is Cause or the Employee’s COBRA health continuation periodDisability, whichever ends earlier, in an amount equal to the monthly employer contribution and it is ultimately determined that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and Employment Period was terminated without Cause or Disability (iii) the amounts payable under Section 4(b)(iEmployee resigns for Good Reason, (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and (ii) the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewal, his Base Salary from the Termination Date to the second anniversary of the Termination Date to be paid out in substantially equal installments in accordance with the Company’s normal payroll practice commencing within 60 days after practices of the Date Company plus a lump sum payment equaling 100% of Termination; the average annual payments under the Bonus Plans over the preceding three years, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the 60-day occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus 200% of the average annual payments under the Bonus Plans over the preceding three years. If the Employee's employment is terminated in the manner described in this section 6(d), for a period begins in one calendar year and ends in a second calendar yearof three years from the Termination Date, the Severance Amount Company shall begin reimburse the Employee for amounts paid, if any, to be paid in the second calendar year by the last day of such 60-day period; providedcontinue medical, further, that the initial payment shall include a catch-up payment to cover amounts retroactive dental and health coverage pursuant to the day immediately following provisions of the Date of Termination. Each payment Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by section 5(g) and to the extent permitted under the applicable policies, and pay to the Employee the fringe benefits pursuant to this Agreement is intended section 5 which have accrued prior to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)the Termination Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee’s employment is terminated by with the Company without Cause as provided in Section 3(d), or the Employee terminates his her employment with the Company for Good Reason as provided in Section 3(e)Reason, then the Company shall will pay the to Employee his all Accrued Benefit. In Benefits and, in addition, subject pay or provide to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):following: (i) within thirty (30) days after the Company shall pay the Employee an amount date of termination, a lump sum equal to twelve the greater of (12A) months of the Employee’s Base Salary plus a pro-rata payment (based on Cash Compensation for the number of days remainder of the applicable fiscal year Employee was employed prior to terminationPeriod of Employment or (B) of two times the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately ceaseCash Compensation; (ii) if for the greater of two years or the remainder of the Period of Employment immediately following the Employee’s date of termination, the Employee was participating and Employee’s family shall continue to participate in any Benefit Plans of the CompanyCompany (as defined in Section 5(c) hereof) in which Employee or Employee’s group health plan family participated at any time during the one-year period ending on the day immediately preceding Employee’s termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the Date date of Termination termination. If such continued participation is not possible, the Company shall provide, at its sole cost and elects COBRA health continuationexpense, then substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee’s liability for federal, state and local income taxes on any amounts includible in the Employee’s income by virtue of the terms of this Section 6(b)(ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b)(ii); (iii) three additional years of service credit under the Company’s Non-Qualified Plans and, for purposes of such plans, Employee’s final average pay shall be deemed to be her Cash Compensation for the year in which the date of termination occurs; (iv) the Company shall take all reasonable actions to cause any Company restricted stock (“Restricted Stock”) granted to Employee to become fully vested and any options to purchase Company stock (“Options”) granted to Employee to become fully exercisable, and in the event the Company cannot effect such vesting or acceleration within sixty (60) days, the Company shall pay within thirty (30) days thereafter to the Employee a monthly cash payment for twelve (12i) months or the Employee’s COBRA health continuation periodwith respect to each Option, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and product of (iiix) the amounts payable under Section 4(b)(inumber of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of such a share of Company common stock on the date of Employee’s termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of such a share of Company common stock on the date of Employee’s termination of employment. Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be paid out in substantially equal installments in accordance with absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Company’s payroll practice commencing within 60 days Employee elsewhere after the Date date of Termination; provided, however, that if termination. Notwithstanding any provision herein to the 60-day period begins in one calendar year and ends in a second calendar yearcontrary, the Severance Amount benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall begin to only be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive payable with respect to the day immediately following period ending upon the Date earlier of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes (i) the end of Treasury Regulation Section 1.409A-2(b)(2)the period specified in each such clause or (ii) Employee’s attainment of age 65.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause as provided in Section 3(d), or Disability (iii) the Employee terminates his employment resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as provided damages for such a termination, resignation or non-renewal, his Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in Section 3(eaccordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount. If the Employee's employment is terminated in the manner described in this Section 6(d), for a period of three years from the Termination Date, the Company shall pay reimburse the Employee his Accrued Benefit. In additionfor amounts paid, subject if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory fringe benefits pursuant to Section 5 which have accrued prior to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”)Date. Notwithstanding the foregoing, if the Employee breaches any is a Specified Employee as of the provisions contained date of his termination under this Section 6(d), then: (i) unless the Employee's termination or resignation hereunder is after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee the lump sum Bonus Severance Payment as provided in this Section 7 6(d) above and the normal Salary Continuation Severance Payments as provided in this Section 6(d) above, but only to the extent that the aggregate of this Agreementsuch payments for the first six months following Employee's termination or resignation hereunder (the "Six Month Period") is less than the maximum amount that may be paid under the exception to Code Section 409A provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) (the "Severance Exception Limit"), all payments [b] to the extent any amount payable with the Six Month Period is in excess of the Severance Amount shall immediately cease; Exception Limit (ii) if the Employee was participating in "Delayed Amount"), on the Company’s group health plan immediately prior to first regular payroll date on or after the first day of the month that follows the six month anniversary of the Employee's Termination Date of Termination and elects COBRA health continuation(the "Delayed Payment Date"), then the Company shall pay make a lump sum payment to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that sum of the Company would have made Delayed Amount plus interest on such amount at the Interest Rate from the Employee's Termination Date to provide health insurance the Delayed Payment Date and [c] thereafter pay to the Employee if the Employee had remained employed by remainder of the Salary Continuation Severance Payments until the second anniversary of the Termination Date in accordance with the normal payroll practices of the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) upon the Employee's termination or resignation hereunder after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee a lump sum within five business days following his termination or resignation hereunder an amount equal to the lesser of the Change of Control Severance Payment or the applicable Severance Exception Limit and [b] deposit a lump sum payment of the balance of the Change of Control Severance Payment in a rabbi trust in the form provided in Revenue Procedure 92-64 or any successor guidance issued by the Internal Revenue Service, which shall be paid out administered by an independent trustee, which amount shall be invested by the rabbi trust in substantially equal installments in accordance a bank certificate of deposit or money market account and which rabbi trust shall pay such amount (together with any interest or earnings thereon) to the Company’s payroll practice commencing within 60 days Employee on the first business day on or after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Delayed Payment Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause as provided in Section 3(d), or Disability (iii) the Employee terminates his employment resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as provided damages for such a termination, resignation or non-renewal, her Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in Section 3(eaccordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of her Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of her current year Target Bonus amount. If the Employee's employment is terminated in the manner described in this Section 6(d), for a period of three years from the Termination Date, the Company shall pay reimburse the Employee his Accrued Benefit. In additionfor amounts paid, subject if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory fringe benefits pursuant to Section 5 which have accrued prior to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”)Date. Notwithstanding the foregoing, if the Employee breaches any is a Specified Employee as of the provisions contained date of her termination under this Section 6(d), then: (i) unless the Employee's termination or resignation hereunder is after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee the lump sum Bonus Severance Payment as provided in this Section 7 6(d) above and the normal Salary Continuation Severance Payments as provided in this Section 6(d) above, but only to the extent that the aggregate of this Agreementsuch payments for the first six months following Employee's termination or resignation hereunder (the "Six Month Period") is less than the maximum amount that may be paid under the exception to Code Section 409A provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) (the "Severance Exception Limit"), all payments [b] to the extent any amount payable with the Six Month Period is in excess of the Severance Amount shall immediately cease; Exception Limit (ii) if the Employee was participating in "Delayed Amount"), on the Company’s group health plan immediately prior to first regular payroll date on or after the first day of the month that follows the six month anniversary of the Employee's Termination Date of Termination and elects COBRA health continuation(the "Delayed Payment Date"), then the Company shall pay make a lump sum payment to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that sum of the Company would have made Delayed Amount plus interest on such amount at the Interest Rate from the Employee's Termination Date to provide health insurance the Delayed Payment Date and [c] thereafter pay to the Employee if the Employee had remained employed by remainder of the Salary Continuation Severance Payments until the second anniversary of the Termination Date in accordance with the normal payroll practices of the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) upon the Employee's termination or resignation hereunder after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee a lump sum within five business days following her termination or resignation hereunder an amount equal to the lesser of the Change of Control Severance Payment or the applicable Severance Exception Limit and [b] deposit a lump sum payment of the balance of the Change of Control Severance Payment in a rabbi trust in the form provided in Revenue Procedure 92-64 or any successor guidance issued by the Internal Revenue Service, which shall be paid out administered by an independent trustee, which amount shall be invested by the rabbi trust in substantially equal installments in accordance a bank certificate of deposit or money market account and which rabbi trust shall pay such amount (together with any interest or earnings thereon) to the Company’s payroll practice commencing within 60 days Employee on the first business day on or after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Delayed Payment Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability or (iii) the Employee resigns for Good Reason, the Employee shall be entitled to receive, as damages for such a termination, a severance amount of $400,000 to be paid on the Termination Date, and Employee shall receive $200,000 in consideration for his covenants and agreements provided in sections 7 and 8, with such amount to be paid in a lump sum of $100,000 on the first anniversary of the Termination Date and the remaining $100,000 to be paid on the second anniversary of the Termination Date. If such a termination or resignation occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive as damages for such termination, a severance amount of $700,000 to be paid on the Termination Date, and Employee shall be entitled to receive $200,000 in consideration for his covenants and agreements provided in sections 7 and 8, to be paid six months after the Termination Date. If such a termination occurs after the occurrence of or in contemplation of a Change of Control, as provided in Section 3(d)the prior sentence, or the Employee terminates his employment for Good Reason as Noncompete Period provided in Section 3(e)section 7(a) shall be reduced to six months. During the applicable Noncompete Period, then the Company shall pay also reimburse the Employee his Accrued Benefitfor amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act. During the applicable Noncompete Period, the Company will also continue Employee’s disability coverage. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall will pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal fringe benefits pursuant to section 5 which have accrued prior to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Termination Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company without Cause as provided in Section 3(d)for any reason other than for Cause, Disability or the Employee terminates his employment for Good Reason as provided in Section 3(e)death, then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then Employment Period is terminated by the Company shall pay to for what the Employee a monthly cash payment for twelve (12) months Company believes is Cause or the Employee’s COBRA health continuation periodDisability, whichever ends earlier, in an amount equal to the monthly employer contribution and it is ultimately determined that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and Employment Period was terminated without Cause or Disability (iii) the amounts payable under Section 4(b)(iEmployee resigns for Good Reason, (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and (ii) the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewal, his Base Salary from the Termination Date to the second anniversary of the Termination Date to be paid out in substantially equal installments in accordance with the Company’s normal payroll practice commencing within 60 days after practices of the Date Company plus a lump sum payment equaling 100% of Termination; the average annual payments under the Bonus Plans over the preceding three years (or if in the case of less than three years participation in the Bonus Plans, then the average shall be determined based on the actual number of years of participation in the Bonus Plans), provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the 60-day occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus 200% of the average annual payments under the Bonus Plans over the preceding three years (or if in the case of less than three years participation in the Bonus Plans, then the average shall be determined based on the actual number of years of participation in the Bonus Plans). If the Employee's employment is terminated in the manner described in this section 6(d) (i)-(iv), for a period begins in one calendar year and ends in a second calendar yearof three years from the Termination Date, the Severance Amount Company shall begin reimburse the Employee for amounts paid, if any, to be paid in the second calendar year by the last day of such 60-day period; providedcontinue medical, further, that the initial payment shall include a catch-up payment to cover amounts retroactive dental and health coverage pursuant to the day immediately following provisions of the Date of Termination. Each payment Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by section 5(g) and to the extent permitted under the applicable policies, and pay to the Employee the fringe benefits pursuant to this Agreement is intended section 5 which have accrued prior to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)the Termination Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s Company terminates your employment prior to the expiration of the term of this agreement without Cause, or if you resign prior to the expiration of the term of this agreement with Good Reason: (i) you will be paid the salary payable hereunder through the balance of the term of this agreement or for a period of 12 months, whichever is terminated by longer, in installments in accordance with past payroll practices; and (ii) in the Company without Cause as provided event that you elect in Section 3(da timely manner to continue basic medical and dental insurance coverage pursuant to the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), or the Employee terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Employee his Accrued Benefit. In addition, subject share of the premium of maintaining your COBRA continuation coverage equal to the Employee signing a customary separation agreement containingCompany's contribution to your medical and dental insurance premiums on the Termination Date, among other provisionsat the benefit levels existing on the Termination Date, a general release of claims in favor for the period from the Termination Date through the balance of the Companyterm of this agreement (the "Subsidized Period"); provided, its subsidiaries and affiliateshowever, confidentialitythat in the event you commence comparable benefit coverage with a subsequent employer during the Subsidized Period, return of property and non-disparagement, in a form and substance mutually satisfactory to you shall provide the Company with written notice of such comparable coverage and the Employee date upon which such coverage commences within five (5) days of the “Separation Agreement commencement thereof, and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) your benefit coverage with the Company shall pay the Employee an amount equal to twelve (12) months cease as of the Employee’s Base Salary plus date such comparable coverage with a pro-rata payment (based on subsequent employer commences. Unless such coverage has so ceased, after the number of days Subsidized Period, you may continue such coverage at your expense at the applicable COBRA rate for the duration of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoingCOBRA period, if the Employee breaches any of the provisions contained in Section 7 of this Agreementany. Xxxxxxxxxxx Xxxx December 5, all payments of the Severance Amount 2007 Page 4 You shall immediately cease; (ii) if the Employee was participating in have no obligation to seek other employment or otherwise mitigate the Company’s group health plan immediately prior 's obligations to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable make payments under this Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination5(c); provided, however, that if you commence employment or otherwise engage in business activities permitted under this agreement during any period during which the 60-day period begins in one calendar year and ends in a second calendar yearCompany is obligated to make payments under this Section 5(c), then the Severance Amount Company's obligations shall begin to be paid in the second calendar year reduced by the last day amount of any other compensation or income therefrom earned or received by you during or for the period in which the Company is obligated to make such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)payments.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause as provided in Section 3(d), or Disability (iii) the Employee terminates his employment resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as provided damages for such a termination, resignation or non-renewal, his Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in Section 3(eaccordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") 50% of the then current year Target Bonus, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount. If the Employee's employment is terminated in the manner described in this Section 6(d), for a period of three years from the Termination Date, the Company shall pay reimburse the Employee his Accrued Benefit. In additionfor amounts paid, subject if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory fringe benefits pursuant to Section 5 which have accrued prior to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”)Date. Notwithstanding the foregoing, if the Employee breaches any is a Specified Employee as of the provisions contained date of his termination under this Section 6(d), then: (i) unless the Employee's termination or resignation hereunder is after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee the lump sum Bonus Severance Payment as provided in this Section 7 6(d) above and the normal Salary Continuation Severance Payments as provided in this Section 6(d) above, but only to the extent that the aggregate of this Agreementsuch payments for the first six months following Employee's termination or resignation hereunder (the "Six Month Period") is less than the maximum amount that may be paid under the exception to Code Section 409A provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) (the "Severance Exception Limit"), all payments [b] to the extent any amount payable with the Six Month Period is in excess of the Severance Amount shall immediately cease; Exception Limit (ii) if the Employee was participating in "Delayed Amount"), on the Company’s group health plan immediately prior to first regular payroll date on or after the first day of the month that follows the six month anniversary of the Employee's Termination Date of Termination and elects COBRA health continuation(the "Delayed Payment Date"), then the Company shall pay make a lump sum payment to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that sum of the Company would have made Delayed Amount plus interest on such amount at the Interest Rate from the Employee's Termination Date to provide health insurance the Delayed Payment Date and [c] thereafter pay to the Employee if the Employee had remained employed by remainder of the Salary Continuation Severance Payments until the second anniversary of the Termination Date in accordance with the normal payroll practices of the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) upon the Employee's termination or resignation hereunder after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee a lump sum within five business days following his termination or resignation hereunder an amount equal to the lesser of the Change of Control Severance Payment or the applicable Severance Exception Limit and [b] deposit a lump sum payment of the balance of the Change of Control Severance Payment in a rabbi trust in the form provided in Revenue Procedure 92-64 or any successor guidance issued by the Internal Revenue Service, which shall be paid out administered by an independent trustee, which amount shall be invested by the rabbi trust in substantially equal installments in accordance a bank certificate of deposit or money market account and which rabbi trust shall pay such amount (together with any interest or earnings thereon) to the Company’s payroll practice commencing within 60 days Employee on the first business day on or after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Delayed Payment Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d3(c), or the Employee terminates his the Employee’s employment for Good Reason as provided in Section 3(e3(d), then the Company shall pay the Employee his the Employee’s Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement in a form and manner satisfactory to the Company, containing, among other provisions, a general release of claims in favor of the CompanyCompany and related persons and entities, its subsidiaries and affiliatesa reaffirmation of all of the Employee’s Continuing Obligations (as defined below), confidentiality, return of property and non-disparagementand, in the Company’s sole discretion, a form one-year post employment noncompetition agreement, and substance mutually satisfactory to shall provide that if Employee breaches any of the Company and Continuing Obligations, all payments of the Employee Severance Amount shall immediately cease (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):), which shall include a seven (7) business day revocation period: (i) the Company shall pay the Employee an amount equal to twelve (12) 12 months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to terminationB) of the Employee’s Target Annual Prorated Incentive Compensation (the “Severance Amount”); provided in the event the Employee is entitled to any payments pursuant to the Restrictive Covenant Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Employee is paid in the same such calendar year pursuant to the Restrictive Covenant Agreement (the “Restrictive Covenant Agreement Setoff”). For purposes of this Agreement, “Prorated Incentive Compensation” shall mean the Target Annual Incentive Compensation the Employee would have been entitled to receive in the fiscal year of the Date of Termination prorated by the number of days the Employee was employed by the Company during the fiscal year of the Date of Termination; for the avoidance of doubt, in no event shall “Prorated Incentive Compensation” include any sign-on bonus, retention bonus, or any other special bonus. Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this AgreementContinuing Obligations, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Term, by reason of a termination of the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d)Cause, or the Employee terminates his employment Employee’s resignation for Good Reason Reason, the Company shall provide (x) the Accrued Obligations (as provided defined below); and: (i) The Company shall pay Employee within thirty (30) days after the effective date of termination or by such earlier date if required by applicable law, (A) the aggregate amount of Employee’s earned but unpaid Base Salary then in Section 3(eeffect, (B) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (C) any other amounts due under applicable law, in each case earned and owing through the date of termination (the “Accrued Obligations”). (ii) In addition to the Accrued Obligations, then the Company shall pay to Employee the Employee his Accrued Benefit. In additionamount of any Annual Bonus earned, subject but not yet paid, with respect to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory fiscal year prior to the fiscal year in which the date of termination of Employee’s employment with the Company and the occurs which such payment shall be made to Employee in accordance with Section 3(b) hereof (the “Separation Agreement and ReleaseEarned Bonus”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (iii) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a Annual Bonus at fifty percent (50%) of the maximum eligibility, pro-rata payment (rated based on the number of the days of in the applicable fiscal calendar year in which Employee was employed prior for that calendar year to terminationwhich the bonus relates, which sum shall be paid within fifteen (15) of days after the Release (as defined in Section 5(a)(iii)) becomes effective. (iii) In addition to the Accrued Obligations, subject to (A) Section 5(c) below, (B) the Employee timely signing, delivering, and not revoking (if applicable) the Release (as defined in this Section 5(a)(iii)), and (C) the Employee’s Target Annual Incentive Compensation compliance with the Employee’s post-termination obligations in Sections 6, 8, 9, 10, and 11 hereof following the termination of Employee’s employment with the Company, and (the “Severance Amount”). Notwithstanding the foregoing, if D) the Employee breaches any being employed or a period of the provisions contained in Section 7 of this Agreementat least six (6) months, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve Employee: (12a) severance equal to four (4) months or of the Employee’s COBRA health continuation periodBase Salary in effect on the date of termination, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) which shall be paid out payable in substantially equal installments in accordance with the Company’s regular payroll practice commencing within 60 days after practices and subject to all customary withholding and deductions; and (b) pay to the Date of Termination; provided, however, that if Employee a cash payment in an amount equal to the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year applicable COBRA premium payments (as reasonably determined by the last day Administrator as of such 60the time of Employee’s termination of employment) that would be payable by the Employee to continue the Employee’s company-day periodprovided medical, dental, and/or vision coverage for the Participant and any dependents covered at the time of termination, for four (4) months; provided, further, that (the initial payment shall include a catchforegoing benefits collectively referred to as the “Severance”). DocuSign Envelope ID: EAEE2692-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).BA2D-462D-B4F2-E01DBC1ABF4B

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Employee terminates his her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Employee his her Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause “Cause” [(as provided defined in Section 3(d), the Employment Agreement) or by the Employee terminates his employment for “Good Reason Reason” (as provided defined in Section 3(ethe Employment Agreement)], then [the Company Option shall pay become exercisable as to all the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor Option Shares as of the Companydate of termination, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee Option shall remain exercisable until the expiration of the Exercise Period.]/[the portion of the Option that was exercisable as of the date of termination of employment may be exercised for a period of three months from the date of such termination or until the expiration of the Exercise Period, whichever is shorter. The portion of the Option not yet exercisable on the date of termination of employment shall immediately expire.] 5.4.1. [As used herein, “Cause” shall mean: (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (ia) the Company shall pay the refusal or failure by Employee an amount equal to twelve (12) months carry out specific directions of the Employee’s Base Salary plus supervisor which are of a pro-rata payment material nature and consistent with Employee’s position at the Company; (based on b) the number commission by Employee of days a material breach of any of the applicable fiscal year Employee was employed prior to termination) provisions of any agreement with the Company or of any written policies or procedures of the Company; (c) fraud or dishonest action by Employee in Employee’s Target Annual Incentive Compensation relations with the Company or any of its subsidiaries or affiliates (“dishonest” for these purposes shall mean Employees knowingly or recklessly making a material misstatement or omission for his personal benefit); or (d) the “Severance Amount”)conviction of Employee of a felony under federal or state law. Notwithstanding the foregoing, if the Employee breaches any of the provisions contained no “Cause” shall be deemed to exist with respect to Employee’s acts described in Section 7 of this Agreementclauses (a) or (b) above, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then unless the Company shall pay have given written notice to Employee within a period not to exceed ten (10) calendar days of the Employee a monthly cash payment for twelve initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (1230) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 calendar days after such notice, Employee shall not have cured or eliminated the Date of Terminationproblem or thing giving rise to such “Cause”; provided, however, that if the 60no more than two cure periods need be provided during any twelve-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day month period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).]

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause as provided in Section 3(d), or Disability (iii) the Employee terminates his employment resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as provided damages for such a termination, resignation or non-renewal, her Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in Section 3(eaccordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of her Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of her current year Target Bonus amount. If the Employee's employment is terminated in the manner described in this Section 6(d), for a period of three years from the Termination Date, the Company shall pay reimburse the Employee his Accrued Benefit. In additionfor amounts paid, subject if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory fringe benefits pursuant to Section 5 which have accrued prior to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”)Date. Notwithstanding the foregoing, if the Employee breaches any is a Specified Employee as of the provisions contained date of her termination under this Section 6(d), then: (i) unless the Employee's termination or resignation hereunder is after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee the lump sum Bonus Severance Payment as provided in this Section 7 6(d) above and the normal Salary Continuation Severance Payments as provided in this Section 6(d) above, but only to the extent that the aggregate of this Agreementsuch payments for the first six months following Employee's termination or resignation hereunder (the "Six Month Period") is less than the maximum amount that may be paid under the exception to Code Section 409A provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) (the "Severance Exception Limit"), all payments [b] to the extent any amount payable with the Six Month Period is in excess of the Severance Amount shall immediately cease; Exception Limit (ii) if the Employee was participating in "Delayed Amount), on the Company’s group health plan immediately prior to first regular payroll date on or after the first day of the month that follows the six month anniversary of the Employee's Termination Date of Termination and elects COBRA health continuation(the "Delayed Payment Date"), then the Company shall pay make a lump sum payment to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that sum of the Company would have made Delayed Amount plus interest on such amount at the Interest Rate from the Employee's Termination Date to provide health insurance the Delayed Payment Date and [c] thereafter pay to the Employee if the Employee had remained employed by remainder of the Salary Continuation Severance Payments until the second anniversary of the Termination Date in accordance with the normal payroll practices of the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) upon the Employee's termination or resignation hereunder after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee a lump sum within five business days following her termination or resignation hereunder an amount equal to the lesser of the Change of Control Severance Payment or the applicable Severance Exception Limit and [b] deposit a lump sum payment of the balance of the Change of Control Severance Payment in a rabbi trust in the form provided in Revenue Procedure 92-64 or any successor guidance issued by the Internal Revenue Service, which shall be paid out administered by an independent trustee, which amount shall be invested by the rabbi trust in substantially equal installments in accordance a bank certificate of deposit or money market account and which rabbi trust shall pay such amount (together with any interest or earnings thereon) to the Company’s payroll practice commencing within 60 days Employee on the first business day on or after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Delayed Payment Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause as provided in Section 3(d), or Disability (iii) the Employee terminates his employment resigns for Good Reason or (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as provided damages for such a termination, resignation or non-renewal, his Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in Section 3(eaccordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount. If the Employee's employment is terminated in the mannerdescribed in this Section 6(d), for a period of three years from the Termination Date, the Company shall pay reimburse the Employee his Accrued Benefit. In additionfor amounts paid, subject if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory fringe benefits pursuant to Section 5 which have accrued prior to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”)Date. Notwithstanding the foregoing, if the Employee breaches any is a Specified Employee as of the provisions contained date of his termination under this Section 6(d), then: (i) unless the Employee's termination or resignation hereunder is after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee the lump sum Bonus Severance Payment as provided in this Section 7 6(d) above and the normal Salary Continuation Severance Payments as provided in this Section 6(d) above, but only to the extent that the aggregate of this Agreementsuch payments for the first six months following Employee's termination or resignation hereunder (the "Six Month Period") is less than the maximum amount that may be paid under the exception to Code Section 409A provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) (the "Severance Exception Limit"), all payments [b] to the extent any amount payable with the Six Month Period is in excess of the Severance Amount shall immediately cease; Exception Limit (ii) if the Employee was participating in "Delayed Amount"), on the Company’s group health plan immediately prior to first regular payroll date on or after the first day of the month that follows the six month anniversary of the Employee's Termination Date of Termination and elects COBRA health continuation(the "Delayed Payment Date"), then the Company shall pay make a lump sum payment to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that sum of the Company would have made Delayed Amount plus interest on such amount at the Interest Rate from the Employee's Termination Date to provide health insurance the Delayed Payment Date and [c] thereafter pay to the Employee if the Employee had remained employed by remainder of the Salary Continuation Severance Payments until the second anniversary of the Termination Date in accordance with the normal payroll practices of the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) upon the Employee's termination or resignation hereunder after the occurrence of or in contemplation of a Change of Control, the Company shall [a] pay the Employee a lump sum within five business days following his termination or resignation hereunder an amount equal to the lesser of the Change of Control Severance Payment or the applicable Severance Exception Limit and [b] deposit a lump sum payment of the balance of the Change of Control Severance Payment in a rabbi trust in the form provided in Revenue Procedure 92-64 or any successor guidance issued by the Internal Revenue Service, which shall be paid out administered by an independent trustee, which amount shall be invested by the rabbi trust in substantially equal installments in accordance a bank certificate of deposit or money market account and which rabbi trust shall pay such amount (together with any interest or earnings thereon) to the Company’s payroll practice commencing within 60 days Employee on the first business day on or after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Delayed Payment Date.

Termination by the Company Without Cause or by the Employee for Good Reason. (i) If on or prior to the Employee’s employment second anniversary of the Commencement Date (A) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (B) the Employment Period is terminated by the Company for what the Company (acting in good faith) reasonably believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause as provided in Section 3(d)or Disability, or (C) the Employee terminates his employment resigns for Good Reason as provided in Section 3(e)Reason, then the Company shall pay the Employee his shall be entitled to receive, (1) the Accrued Benefit. In addition, Rights; (2) subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property Employee’s execution and non-disparagementrevocation of a Release pursuant to Section 12 herein, in continued payment of Base Salary for a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days period of thirty-six months after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoingDate, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll practice commencing within 60 days date to occur on or after the First Payment Date and shall include payment of Terminationany amounts that would otherwise be due prior thereto; provided(3) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, howevera payment equal to the greater of (x) 200% of the average incentive bonus payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company over the preceding three (3) years or (y) 100% of the Employee’s target bonus under the Bonus Plan for the year in which the termination occurs, that if payable upon the 60First Payment Date; (4) subject to the Employee’s execution and non-day period begins in one calendar year and ends in revocation of a second calendar yearRelease pursuant to Section 12 herein, the Severance Amount Rollover Acceleration Payment, payable upon the First Payment Date; (5) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three (3) years from the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of COBRA; and (6) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period three (3) years from the Termination Date, the continuation of Employee’s life insurance and disability coverage to the extent limited by Section 5(f). (ii) If any time after the second anniversary of the Commencement Date (A) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (B) the Employment Period is terminated by the Company for what the Company (acting in good faith) reasonably believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability, or (C) the Employee resigns for Good Reason, the Employee shall be entitled to receive, (1) the Accrued Rights; (2) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of twenty-four months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the First Payment Date and shall include payment of any amounts that would otherwise be paid due prior thereto; (3) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a payment equal to the 50% of the Employee’s target bonus under the Bonus Plan for the year in which the second calendar year termination occurs, payable upon the First Payment Date; (4) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, the Rollover Acceleration Payment, payable upon the First Payment Date; (5) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of two (2) years from the Termination Date, reimbursement by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive Company to the day immediately following the Date of Termination. Each payment Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to this Agreement is intended the provisions of COBRA; and (6) subject to constitute the Employee’s execution and non-revocation of a separate payment Release pursuant to Section 12 herein, for purposes a period two (2) years from the Termination Date, the continuation of Treasury Regulation Section 1.409A-2(b)(2).Employee’s life insurance and disability coverage to the extent limited by

Termination by the Company Without Cause or by the Employee for Good Reason. If At any time during the Term, the Board of Directors of the Company may terminate this Agreement without Cause by giving the Employee a Notice of Termination, and the Employee’s 's employment is terminated by the Company without Cause as provided in Section 3(d)shall terminate at the close of business on the last day of the Notice Period. At any time during the Term, or the Employee terminates his employment for may terminate this Agreement with Good Reason as provided in Section 3(e), then by giving the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date Notice of Termination (which describes the actions, events or such shorter time period provided in beliefs that form the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months basis of the Employee’s Base Salary plus a pro-rata payment (based 's action. The Employee's employment shall terminate at the close of business on the number of days last day of the applicable fiscal year Employee was employed prior to terminationNotice Period. Within fifteen (15) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoingbusiness days after such termination date, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee (a) that portion of his Base Salary which shall have been earned through the termination date, (b) a monthly cash payment bonus in an amount determined by multiplying the Target Bonus for twelve the fiscal year in which the termination occurs by a fraction, the numerator of which is the number of days elapsed in such fiscal year through the termination date and the denominator of which is 365 and (12c) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to three times the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and sum of (iiii) the amounts payable under Section 4(b)(i) and Employee's Base Salary plus (ii) the Employee's Target Bonus for the fiscal year in which the termination occurs. The Company shall also provide the Employee with the Medical and Dental Benefits (as defined in Section 6.4) for the remainder of the Term. All of Employee's stock options granted after the date of this Agreement shall contain provisions requiring that such options shall automatically vest upon the termination of Employee under this Section 5.4 and all of such options shall be paid out in substantially equal installments in accordance with exercisable by Employee during the Company’s payroll practice commencing within 60 days after remainder of the Date Term. Termination of Termination; providedthis Agreement for Good Reason, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin not be deemed to be paid in the second calendar year a voluntary termination by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment Employee for purposes of Treasury Regulation Section 1.409A-2(b)(2)any stock option plans of the Company.

Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee’s employment is terminated by with the Company without Cause as provided in Section 3(d), or the Employee terminates his his/her employment with the Company for Good Reason as provided in Section 3(e)Reason, then the Company shall will pay the to Employee his all Accrued Benefit. In Benefits and, in addition, subject pay or provide to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):following: (i) within thirty (30) days after the Company shall pay the Employee an amount date of termination, a lump sum equal to twelve (12) months two years of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately ceaseCash Compensation; (ii) if for the greater of two years or the remainder of the Period of Employment immediately following the Employee’s date of termination, the Employee was participating and Employee’s family shall continue to participate in any Benefit Plans of the CompanyCompany (as defined in Section 5 (c) hereof) in which Employee or Employee’s group health plan family participated at any time during the one-year period ending on the day immediately preceding Employee’s termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the Date date of Termination termination. If such continued participation is not possible, the Company shall provide, at its sole cost and elects COBRA health continuationexpense, then substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee’s liability for federal, state and local income taxes on any amounts includible in the Employee’s income by virtue of the terms of this Section 6(b) (ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b) (ii) ; (iii) two additional years of service credit under the Company’s Non-Qualified Plans and, for purposes of such plans, Employee’s final average pay shall be deemed to be his/her Cash Compensation for the year in which the date of termination occurs; (iv) the Company shall take all reasonable actions to cause any Company restricted stock (“Restricted Stock”) granted to Employee to become fully vested and any options to purchase Company stock (“Options”) granted to Employee to become fully exercisable, and in the event the Company cannot effect such vesting or acceleration within sixty (SO) days, the Company shall pay within thirty (30) days thereafter to the Employee a monthly cash payment for twelve (12i) months or the Employee’s COBRA health continuation periodwith respect to each Option, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and product of (iiix) the amounts payable under Section 4(b)(inumber of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of such a share of Company common stock on the date of Employee’s termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of such a share of Company common stock on the date of Employee’s termination of employment. Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be paid out in substantially equal installments in accordance with absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Company’s payroll practice commencing within 60 days Employee elsewhere after the Date date of Termination; provided, however, that if termination. Notwithstanding any provision herein to the 60-day period begins in one calendar year and ends in a second calendar yearcontrary, the Severance Amount benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall begin to only be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive payable with respect to the day immediately following period ending upon the Date earlier of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes (i) the end of Treasury Regulation Section 1.409A-2(b)(2)the period specified in each such clause or (ii) Employee’s attainment of age 65.

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the a. The Employee terminates may resign (and thereby terminate his employment under this Agreement) at any time for Good Reason (as provided in Section 3(edefined below), then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory upon not less than thirty (30) days’ prior written notice to the Company and specifying in reasonable detail the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effectivereason therefor, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day reason for resignation for Good Reason is susceptible of a cure, the Company shall have a period begins of thirty (30) days after such written notice to effect a cure. For purposes of this Agreement, “Good Reason” shall mean (a) any material failure by the Company to comply with any material obligation imposed by this Agreement (including the failure of a successor to the Company to assume this Agreement or any purported termination hereof which is not in one calendar year compliance with any applicable notice provisions hereof); (b) a reduction of Employee’s Base or a material reduction in the Employee’s title, position, duties or responsibilities; or (c) the Company’s creation of working conditions that a reasonable person in the Employee’s position would consider unreasonable or intolerable, as determined by the Compensation Committee. The Company may terminate the employment of Employee without cause and ends the Employee may terminate the Agreement with Good Reason, in each case, at any time upon 30 days’ prior written notice, provided that in either such event the Company shall be obligated to pay Employee, in a second calendar yearlump sum within fifteen (15) days of the date of termination of employment, an amount equal to 100% of the sum of (a) Employee’s then current Base, and (b) any bonuses paid to Employee during the 12 month period preceding the date of such termination. In addition, the Severance Amount Company shall begin to be paid in maintain the second calendar year by Employee’s health insurance, life insurance and disability insurance at its expense on the last day same terms and conditions as existed during the Employee’s employment for the unexpired Term of such 60-day periodthis Agreement; provided, furtherthat such benefits will not be continued in the event that Employee obtains similar benefits in connection with any future employment. Moreover, that in such event, Employee shall be entitled to receive all other customary post-termination benefits under the initial payment Company’s retirement plans, insurance programs, and other benefit plans, and Employee shall include a catchbe entitled to acceleration of any vesting under any long-up payment to cover amounts retroactive to term incentive plans, including the day immediately following the Date vesting of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)any unvested stock options or stock warrants.

Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee’s 's employment is terminated by with the Company without Cause as provided in Section 3(d), or the Employee terminates his her employment with the Company for Good Reason as provided in Section 3(e)Reason, then the Company shall will pay the to Employee his all Accrued Benefit. In Benefits and, in addition, subject pay or provide to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):following: (i) within thirty (30) days after the Company shall pay the Employee an amount date of termination, a lump sum equal to twelve the greater of (12A) months the Employee's Cash Compensation for the remainder of the Employee’s Base Salary plus a pro-rata payment Period of Employment or (based on the number of days of the applicable fiscal year Employee was employed prior to terminationB) of two times the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease's Cash Compensation; (ii) if for the greater of two years or the remainder of the Period of Employment immediately following the Employee's date of termination, the Employee was participating and Employee's family shall continue to participate in any Benefit Plans of the Company’s group health plan Company (as defined in Section 5(c) hereof) in which Employee or Employee's family participated at any time during the one-year period ending on the day immediately preceding Employee's termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the Date date of Termination termination. If such continued participation is not possible, the Company shall provide, at its sole cost and elects COBRA health continuationexpense, then substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee's liability for federal, state and local income taxes on any amounts includible in the Employee's income by virtue of the terms of this Section 6(b)(ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b)(ii); (iii) three additional years of service credit under the Company's Non-Qualified Plans and, for purposes of such plans, Employee's final average pay shall be deemed to be her Cash Compensation for the year in which the date of termination occurs; (iv) the Company shall take all reasonable actions to cause any Company restricted stock ("Restricted Stock") granted to Employee to become fully vested and any options to purchase Company stock ("Options") granted to Employee to become fully exercisable, and in the event the Company cannot effect such vesting or acceleration within sixty (60) days, the Company shall pay within thirty (30) days thereafter to the Employee a monthly cash payment for twelve (12i) months or the Employee’s COBRA health continuation periodwith respect to each Option, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and product of (iiix) the amounts payable under Section 4(b)(inumber of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of such a share of Company common stock on the date of Employee's termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of such a share of Company common stock on the date of Employee's termination of employment. Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be paid out in substantially equal installments in accordance with absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Company’s payroll practice commencing within 60 days Employee elsewhere after the Date date of Termination; provided, however, that if termination. Notwithstanding any provision herein to the 60-day period begins in one calendar year and ends in a second calendar yearcontrary, the Severance Amount benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall begin to only be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive payable with respect to the day immediately following period ending upon the Date earlier of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes (i) the end of Treasury Regulation Section 1.409A-2(b)(2)the period specified in each such clause or (ii) Employee's attainment of age 65.

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the a. The Employee terminates may resign (and thereby terminate his employment under this Agreement) at any time for Good Reason (as provided in Section 3(edefined below), then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory upon not less than thirty (30) days' prior written notice to the Company and specifying in reasonable detail the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effectivereason therefor, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day reason for resignation for Good Reason is susceptible of a cure, the Company shall have a period begins of thirty (30) days after such written notice to effect a cure. For purposes of this Agreement, "Good Reason" shall mean (a) any material failure by the Company to comply with any material obligation imposed by this Agreement (including the failure of a successor to the Company to assume this Agreement or any purported termination hereof which is not in one calendar year compliance with any applicable notice provisions hereof); (b) a reduction of Employee's Base or a material reduction in the Employee's title, position, duties or responsibilities; or (c) the Company's creation of working conditions that a reasonable person in the Employee's position would consider unreasonable or intolerable, as determined by the Compensation Committee. The Company may terminate the employment of Employee without cause and ends the Employee may terminate the Agreement with Good Reason, in each case, at any time upon 30 days' prior written notice, provided that in either such event the Company shall be obligated to pay Employee, in a second calendar yearlump sum within fifteen (15) days of the date of termination of employment, an amount equal to 100% of the sum of (a) Employee's then current Base, and (b) any bonuses paid to Employee during the 12 month period preceding the date of such termination. In addition, the Severance Amount Company shall begin to be paid in maintain the second calendar year by Employee's health insurance, life insurance and disability insurance at its expense on the last day same terms and conditions as existed during the Employee's employment for the unexpired Term of such 60-day periodthis Agreement; provided, furtherthat such benefits will not be continued in the event that Employee obtains similar benefits in connection with any future employment. Moreover, that in such event, Employee shall be entitled to receive all other customary post-termination benefits under the initial payment Company's retirement plans, insurance programs, and other benefit plans, and Employee shall include a catchbe entitled to acceleration of any vesting under any long-up payment to cover amounts retroactive to term incentive plans, including the day immediately following the Date vesting of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)any unvested stock options or stock warrants.

Termination by the Company Without Cause or by the Employee for Good Reason. If During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d3(c), or the Employee terminates his the Employee’s employment for Good Reason as provided in Section 3(e3(d), then the Company shall pay the Employee his the Employee’s Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries Company and affiliatesrelated persons and entities, confidentiality, return of property and property, non-disparagementdisparagement and, in the Company’s sole discretion, a one-year post employment noncompetition agreement, in a form and substance mutually manner satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):), which shall include a seven business day revocation period: (i) the Company shall pay the Employee an amount equal to twelve (12A) 12 months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of or the Employee’s Target Annual Base Salary in effect before Good Reason existed under Section 3(d)(ii), if higher than the Employee’s current Base Salary) plus (B) the Employee’s Prorated Incentive Compensation (collectively, the “Severance Amount”); provided in the event the Employee is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Employee is paid in the same such calendar year pursuant to the Restrictive Covenant Agreement (the “Restrictive Covenant Agreement Setoff”). For purposes of this Agreement, “Prorated Incentive Compensation” shall mean the Target Annual Incentive Compensation the Employee would have been entitled to receive in the fiscal year of the Date of Termination prorated by the number of days the Employee was employed by the Company during the fiscal year of the Date of Termination; for the avoidance of doubt, in no event shall “Prorated Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause or by the Employee for Good Reason. If During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d3(c), or the Employee terminates his the Employee’s employment for Good Reason as provided in Section 3(e3(d), then the Company shall pay the Employee his the Employee’s Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement in a form and manner satisfactory to the Company, containing, among other provisions, a general release of claims in favor of the CompanyCompany and related persons and entities (with customary exclusions for: (i) severance rights under this Agreement, its subsidiaries (ii) any rights to indemnification, (iii) rights to Accrued Benefits, (iv) rights to vested equity, and affiliates(v) any claims that cannot be released as a matter of law), confidentialitya reaffirmation of all of the Employee’s Continuing Obligations (as defined below), return of property and non-disparagementand, in the Company’s sole discretion, a form one-year post employment noncompetition agreement, and substance mutually satisfactory to shall provide that if Employee breaches any of the Company and Continuing Obligations, all payments of the Employee Severance Amount shall immediately cease (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):), which shall include a 7 business day revocation period: (i) the Company shall pay the Employee an amount equal to twelve (12) 9 months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”); provided in the event the Employee is entitled to any payments pursuant to the Restrictive Covenant Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Employee is paid in the same such calendar year pursuant to the Restrictive Covenant Agreement (the “Restrictive Covenant Agreement Setoff”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this AgreementContinuing Obligations, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to shall, for the Employee a monthly cash payment for twelve (12) period of 9 months following the Date of Termination or the Employee’s COBRA health continuation period, whichever ends earlieris shorter, in an amount equal to pay the cost of the monthly employer contribution (either by direct payment to the group health plan provider or the COBRA provider or by reimbursing the Employee for such cost) that the Company would have made to provide health insurance to the ACTIVE/120649963.3 ​ ​ ​ Employee if the Employee had remained employed by the Company; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Employee for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (iii) the amounts payable under Section 4(b)(i) and (ii) ), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee’s 's employment is terminated by with the Company without Cause as provided in Section 3(d), or the Employee terminates his employment with the Company for Good Reason as provided in Section 3(e)Reason, then the Company shall will pay the to Employee his all Accrued Benefit. In Benefits and, in addition, subject pay or provide to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):following: (i) within thirty (30) days after the Company shall pay the Employee an amount date of termination, a lump sum equal to twelve the greater of (12A) months the Employee's Cash Compensation for the remainder of the Employee’s Base Salary plus a pro-rata payment Period of Employment or (based on the number of days of the applicable fiscal year Employee was employed prior to terminationB) of two times the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease's Cash Compensation; (ii) if for the greater of two years or the remainder of the Period of Employment immediately following the Employee's date of termination, the Employee was participating and Employee's family shall continue to participate in any Benefit Plans of the Company’s group health plan Company (as defined in Section 5(c) hereof) in which Employee or Employee's family participated at any time during the one-year period ending on the day immediately preceding Employee's termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the Date date of Termination termination. If such continued participation is not possible, the Company shall provide, at its sole cost and elects COBRA health continuationexpense, then substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee's liability for federal, state and local income taxes on any amounts includible in the Employee's income by virtue of the terms of this Section 6(b)(ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b)(ii); (iii) three additional years of service credit under the Company's Non-Qualified Plans and, for purposes of such plans, Employee's final average pay shall be deemed to be his Cash Compensation for the year in which the date of termination occurs; (iv) the Company shall take all reasonable actions to cause any Company restricted stock ("Restricted Stock") granted to Employee to become fully vested and any options to purchase Company stock ("Options") granted to Employee to become fully exercisable, and in the event the Company cannot effect such vesting or acceleration within sixty (60) days, the Company shall pay within thirty (30) days thereafter to the Employee a monthly cash payment for twelve (12i) months or the Employee’s COBRA health continuation periodwith respect to each Option, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and product of (iiix) the amounts payable under Section 4(b)(inumber of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of a share of Company common stock on the date of Employee's termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of a share of Company common stock on the date of Employee's termination of employment. Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be paid out in substantially equal installments in accordance with absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Company’s payroll practice commencing within 60 days Employee elsewhere after the Date date of Termination; provided, however, that if termination. Notwithstanding any provision herein to the 60-day period begins in one calendar year and ends in a second calendar yearcontrary, the Severance Amount benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall begin to only be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive payable with respect to the day immediately following period ending upon the Date earlier of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes (i) the end of Treasury Regulation Section 1.409A-2(b)(2)the period specified in each such clause or (ii) Employee's attainment of age 65.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employee’s employment Employment Period is terminated by the Company without Cause as provided in Section 3(d)for any reason other than for Cause, Disability or the Employee terminates his employment for Good Reason as provided in Section 3(e)death, then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then Employment Period is terminated by the Company shall pay to for what the Employee a monthly cash payment for twelve (12) months Company believes is Cause or the Employee’s COBRA health continuation periodDisability, whichever ends earlier, in an amount equal to the monthly employer contribution and it is ultimately determined that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and Employment Period was terminated without Cause or Disability or (iii) the amounts payable under Section 4(b)(i) and (ii) Employee resigns for Good Reason, the Employee shall be paid out in substantially equal installments in accordance with entitled to receive, as damages for such a termination, his Base Salary for a period elected by the Company’s payroll practice commencing Company at its option (by written notice to the Employee delivered within 60 ten business days after the Termination Date) of either [a] one year from the Termination Date of Termination(in which case, the Noncompete Period pursuant to section 7 will end one year from the Termination Date) or [b] 18 months from the Termination Date (in which case the Noncompete Period pursuant to section 7 will end 18 months from the Termination Date); provided, however, that if such termination or resignation occurs at any time after the 60occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive his Base Salary from the Termination Date to the second anniversary of the Termination Date (the period during which the Employee is entitled to receive his Base Salary pursuant hereto is referred to as the "Severance Period"). If the Company fails to provide written notice to the Employee electing the Severance Period pursuant to clause [a] or [b] above with the ten-business day period begins in one calendar year and ends in a second calendar yearperiod, the Severance Amount Period shall begin be deemed to be paid one year from the Termination Date. Such payment of Base Salary shall be made in accordance with the second calendar year by normal payroll practices of the last day of such 60-day period; providedCompany. During the Severance Period, furtherthe Company shall also reimburse the Employee for amounts paid, that the initial payment shall include a catch-up payment if any, to cover amounts retroactive continue medical, dental and health coverage pursuant to the day immediately following provisions of the Date of TerminationConsolidated Omnibus Budget Reconciliation Act. Each payment During the Severance Period, the Company will also continue Employee's life insurance and disability coverage and will pay to the Employee the fringe benefits pursuant to this Agreement is intended section 5 which have accrued prior to constitute a separate payment for purposes the date of Treasury Regulation Section 1.409A-2(b)(2)termination.

Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee’s employment is terminated by with the Company without Cause as provided in Section 3(d), or the Employee terminates his his/her employment with the Company for Good Reason as provided in Section 3(e)Reason, then the Company shall will pay the to Employee his all Accrued Benefit. In Benefits and, in addition, subject pay or provide to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):following: (i) within thirty (30) days after the Company shall pay the Employee an amount date of termination, a lump sum equal to twelve (12) months two years of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately ceaseCash Compensation; (ii) if for the greater of two years or the remainder of the Period of Employment immediately following the Employee’s date of termination, the Employee was participating and Employee’s family shall continue to participate in any Benefit Plans of the CompanyCompany (as defined in Section 5(c) hereof) in which Employee or Employee’s group health plan family participated at any time during the one-year period ending on the day immediately preceding Employee’s termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the Date date of Termination termination. If such continued participation is not possible, the Company shall provide, at its sole cost and elects COBRA health continuationexpense, then substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee’s liability for federal, state and local income taxes on any amounts includible in the Employee’s income by virtue of the terms of this Section 6(b)(ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b)(ii); (iii) two additional years of service credit under the Company’s Non-Qualified Plans and, for purposes of such plans, Employee’s final average pay shall be deemed to be his/her Cash Compensation for the year in which the date of termination occurs; (iv) the Company shall take all reasonable actions to cause any Company restricted stock (“Restricted Stock”) granted to Employee to become fully vested and any options to purchase Company stock (“Options”) granted to Employee to become fully exercisable, and in the event the Company cannot effect such vesting or acceleration within sixty (60) days, the Company shall pay within thirty (30) days thereafter to the Employee a monthly cash payment for twelve (12i) months or the Employee’s COBRA health continuation periodwith respect to each Option, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and product of (iiix) the amounts payable under Section 4(b)(inumber of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of such a share of Company common stock on the date of Employee’s termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of such a share of Company common stock on the date of Employee’s termination of employment. Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be paid out in substantially equal installments in accordance with absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Company’s payroll practice commencing within 60 days Employee elsewhere after the Date date of Termination; provided, however, that if termination. Notwithstanding any provision herein to the 60-day period begins in one calendar year and ends in a second calendar yearcontrary, the Severance Amount benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall begin to only be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive payable with respect to the day immediately following period ending upon the Date earlier of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes (i) the end of Treasury Regulation Section 1.409A-2(b)(2)the period specified in each such clause or (ii) Employee’s attainment of age 65.

Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Employee terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): ): (i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; ; (ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).