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. (i) If on or prior to 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 thirty-six 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 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).

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) If on or prior to 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, (Bii) 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 (Ciii) the Employee resigns for Good Reason, the Employee shall be entitled to receive, (1A) the Accrued Rights; (2B) 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 thirtytwenty-six 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 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; (4C) 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; (5D) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three two (32) 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 (6E) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period three two (32) 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 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 Company’s receipt of such notice.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) If on or prior to 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, (Bii) 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 Disability (Ciii) the Employee resigns for Good Reason, (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, (1) as damages for such a termination, resignation or non-renewal, her Base Salary from the Accrued Rights; (2) subject Termination Date to the Employee’s execution and non-revocation second anniversary of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of thirty-six months after the Termination Date, payable Date to be paid in accordance with the Company’s usual normal payroll practices of the Company plus a lump sum payment practices; provided equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that the first payment shall begin on the first regular payroll date to occur on if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the First Payment Date and occurrence of or in contemplation of a Change of Control, then Employee shall include be entitled to receive a lump sum payment of any amounts that would otherwise be due prior thereto; (3) subject her Base Salary from the Termination Date to the Employee’s execution and non-revocation third anniversary of a Release pursuant to Section 12 herein, a payment equal to the greater of (x) Termination Date plus 200% of the average incentive bonus annual payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company Plans over the preceding three (3) years or (y) 100% of years. If the Employee’s target bonus under 's employment is terminated in the Bonus Plan for the year manner described 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 hereinthis section 6(d), for a period of three (3) years from the Termination Date, reimbursement by the Company to shall reimburse 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 Consolidated Omnibus Budget Reconciliation Act, continue 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 's life insurance and disability coverage to the extent limited by Section 5(f)section 5(g) and to the extent permitted under the applicable policies, and pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date.

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) If on or prior to 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, (Bii) 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 Disability (Ciii) the Employee resigns for Good ReasonReason 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, (1) as damages for such a termination, resignation or non-renewal, his Base Salary from the Accrued Rights; (2) subject Termination Date to the Employee’s execution and non-revocation second anniversary of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of thirty-six months after the Termination Date, payable Date (the "Salary Continuation Severance Payments") to be paid in accordance with the Company’s usual normal payroll practices of the Company plus a lump sum payment practices; provided (the "Bonus Severance Payment") equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that the first payment shall begin on the first regular payroll date to occur on if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the First Payment 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 and shall include payment of any amounts that would otherwise be due prior thereto; (3) subject to the Employee’s execution and non-revocation third anniversary of a Release pursuant to Section 12 herein, a payment equal to the Termination Date plus the greater of (x) 200% of the average incentive bonus annual payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company Plans over the preceding three (3) years or (y) 100% of his current year Target Bonus amount. If the Employee’s target bonus under 's employment is terminated in the Bonus Plan for the year manner described 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 this 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 herein6(d), for a period of three (3) years from the Termination Date, reimbursement by the Company to shall reimburse 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 Consolidated Omnibus Budget Reconciliation Act, continue 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 's life insurance and disability coverage to the extent limited by Section 5(f5(g)., and pay to the Employee the fringe benefits pursuant to Section 5 which have accrued prior to the Termination Date. Notwithstanding the foregoing, if the Employee is a Specified Employee as of the date of his termination under this Section 6(d), then:

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) If on or prior to 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, (Bii) 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 Disability (Ciii) the Employee resigns for Good ReasonReason 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, (1) as damages for such a termination, resignation or non-renewal, her Base Salary from the Accrued Rights; (2) subject Termination Date to the Employee’s execution and non-revocation second anniversary of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of thirty-six months after the Termination Date, payable Date (the "Salary Continuation Severance Payments") to be paid in accordance with the Company’s usual normal payroll practices of the Company plus a lump sum payment practices; provided (the "Bonus Severance Payment") equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that the first payment shall begin on the first regular payroll date to occur on if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the First Payment 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 and shall include payment of any amounts that would otherwise be due prior thereto; (3) subject to the Employee’s execution and non-revocation third anniversary of a Release pursuant to Section 12 herein, a payment equal to the Termination Date plus the greater of (x) 200% of the average incentive bonus annual payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company Plans over the preceding three (3) years or (y) 100% of her current year Target Bonus amount. If the Employee’s target bonus under 's employment is terminated in the Bonus Plan for the year manner described 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 this 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 herein6(d), for a period of three (3) years from the Termination Date, reimbursement by the Company to shall reimburse 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 Consolidated Omnibus Budget Reconciliation Act, continue 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 's life insurance and disability coverage to the extent limited by Section 5(f5(g)., and pay to the Employee the fringe benefits pursuant to Section 5 which have accrued prior to the Termination Date. Notwithstanding the foregoing, if the Employee is a Specified Employee as of the date of her termination under this Section 6(d), then:

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) If on or prior to 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, (Bii) 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 Disability (Ciii) the Employee resigns for Good Reason, (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, (1) as damages for such a termination, resignation or non-renewal, his Base Salary from the Accrued Rights; (2) subject Termination Date to the Employee’s execution and non-revocation second anniversary of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of thirty-six months after the Termination Date, payable Date to be paid in accordance with the Company’s usual normal payroll practices of the Company plus a lump sum payment practices; provided equaling 100% of the average annual payments under the Bonus Plans over the preceding three years, provided, however, that the first payment shall begin on the first regular payroll date to occur on if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the First Payment Date and occurrence of or in contemplation of a Change of Control, then Employee shall include be entitled to receive a lump sum payment of any amounts that would otherwise be due prior thereto; (3) subject his Base Salary from the Termination Date to the Employee’s execution and non-revocation third anniversary of a Release pursuant to Section 12 herein, a payment equal to the greater of (x) Termination Date plus 200% of the average incentive bonus annual payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company Plans over the preceding three (3) years or (y) 100% of years. If the Employee’s target bonus under 's employment is terminated in the Bonus Plan for the year manner described 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 hereinthis section 6(d), for a period of three (3) years from the Termination Date, reimbursement by the Company to shall reimburse 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 Consolidated Omnibus Budget Reconciliation Act, continue 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 's life insurance and disability coverage to the extent limited by Section 5(f)section 5(g) and to the extent permitted under the applicable policies, and pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date.

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 by the Company without Cause, the Employee’s resignation for Good Reason, the Company shall provide (x) the Accrued Obligations (as defined below); and: (i) If on The Company shall pay Employee within thirty (30) days after the effective date of termination or prior to the second anniversary of the Commencement Date by such earlier date if required by applicable law, (A) the Employment Period is terminated by aggregate amount of Employee’s earned but unpaid Base Salary then in effect, (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, the Company shall pay to Employee the amount of any Annual Bonus earned, but not yet paid, with respect to the fiscal year prior to the fiscal year in which the date of termination of Employee’s employment with the Company occurs which such payment shall be made to Employee in accordance with Section 3(b) hereof (the “Earned Bonus”) and (ii) the amount of the Annual Bonus at fifty percent (50%) of the maximum eligibility, pro-rated based on the number of the days in the calendar year in which Employee was employed for any reason other than for Causethat calendar year to which the bonus relates, Disability or deathwhich sum shall be paid within fifteen (15) 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 Employment Period is terminated by the Company for what the Company (acting in good faith) reasonably believes is Cause or DisabilityEmployee timely signing, delivering, and it is ultimately determined that not revoking (if applicable) the Employment Period was terminated without Cause or DisabilityRelease (as defined in this Section 5(a)(iii)), or and (C) the Employee’s 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 (D) the Employee resigns for Good Reasonbeing employed or a period of at least six (6) months, the Employee Company shall be entitled to receive, (1) the Accrued Rights; (2) subject pay to the Employee’s execution and non-revocation : (a) severance equal to four (4) months of a Release pursuant to Section 12 herein, continued payment of the Base Salary for a period in effect on the date of thirty-six months after the Termination Datetermination, which shall be payable in equal installments in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date practices and subject to occur on or after all customary withholding and deductions; and (b) pay to the First Payment Date and shall include Employee a cash payment in an amount equal to the applicable COBRA premium payments (as reasonably determined by the Administrator as of any amounts the time of Employee’s termination of employment) that would otherwise be due prior thereto; (3) subject payable by the Employee to continue the Employee’s execution and noncompany-revocation of a Release pursuant to Section 12 hereinprovided medical, 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 dental, and/or vision coverage for the year in which Participant and any dependents covered at the termination occurstime of termination, payable upon the First Payment Date; for four (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 Datemonths; (5) subject the foregoing benefits collectively referred to as the Employee’s execution and non“Severance”). DocuSign Envelope ID: EAEE2692-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 nonBA2D-462D-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).B4F2-E01DBC1ABF4B

Termination by the Company Without Cause or by the Employee for Good Reason. If (i) If on or prior to 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, (Bii) 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 Disability (Ciii) the Employee resigns for Good Reason, (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, (1) as damages for such a termination, resignation or non-renewal, his Base Salary from the Accrued Rights; (2) subject Termination Date to the Employee’s execution and non-revocation second anniversary of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of thirty-six months after the Termination Date, payable Date to be paid in accordance with the Company’s usual normal payroll practices of the Company plus a lump sum payment practices; provided that equaling 100% of the first payment 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 begin be determined based on the first regular payroll date to occur on 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 First Payment Date and occurrence of or in contemplation of a Change of Control, then Employee shall include be entitled to receive a lump sum payment of any amounts that would otherwise be due prior thereto; (3) subject his Base Salary from the Termination Date to the Employee’s execution and non-revocation third anniversary of a Release pursuant to Section 12 herein, a payment equal to the greater of (x) Termination Date plus 200% of the average incentive bonus annual payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company Plans over the preceding three years (3) or if in the case of less than three years or (y) 100% 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 target bonus under 's employment is terminated in the Bonus Plan for the year manner described in which the termination occurs, payable upon the First Payment Date; this section 6(d) (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 hereini)-(iv), for a period of three (3) years from the Termination Date, reimbursement by the Company to shall reimburse 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 Consolidated Omnibus Budget Reconciliation Act, continue 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 's life insurance and disability coverage to the extent limited by Section 5(f)section 5(g) and to the extent permitted under the applicable policies, and pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date.

Termination by the Company Without Cause or by the Employee for Good Reason. (i) If on or prior to the second anniversary of the Commencement Date (A) the Employment Period Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Employee terminates his employment for any reason other than for CauseGood Reason as provided in Section 3(e), Disability or death, (B) the Employment Period is terminated by then 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) shall pay the Employee resigns for Good Reasonhis Accrued Benefit. In addition, the Employee shall be entitled to receive, (1) the Accrued Rights; (2) subject to the Employee’s execution 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-revocation 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 a Release pursuant Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee an amount equal to Section 12 herein, continued payment 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 a period of thirty-six twelve (12) months after or the Termination DateEmployee’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 practicespayroll practice commencing within 60 days after the Date of Termination; provided 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 first initial payment shall begin on the first regular payroll date include a catch-up payment to occur on or after the First Payment Date and shall include payment of any cover amounts that would otherwise be due prior thereto; (3) subject retroactive to the Employee’s execution and non-revocation day immediately following the Date of a Release Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation 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(f1.409A-2(b)(2).