Common use of Termination by the Company Without Cause or by the Executive with Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment is terminated by the Company without Cause (as defined belowpursuant to Section 7(b) or by the Executive terminates employment with Good Reason (as defined belowpursuant to Section 7(c), subject the Executive shall be entitled to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentencesAccrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the Executive’s stock options shall become 100% vested Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and immediately exercisable timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 up to nine (9) months following the Executive’s termination date, the share of employment (or until the Executive becomes eligible premium for such coverage under another employer’s programthat it pays for active and similarly- situated employees who receive the same type of coverage (single, if soonerfamily, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which coverage shall be deemed to satisfy COBRA health coverage requirements for such periodcase this benefit will not apply, at a cost (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that does the Board has approved but has not exceed yet been paid to the amount the Executive would have paid had the Executive continued in employment during the period. Should Executive, (iv) if the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences employment terminates prior to the Company or other participants covered by one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(c) hereof, accelerate the vesting of such programsnumber of RSUs subject to the RSU Award that would have vested between the Grant Date and the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of such RSU Award, and (v) if the Company mayExecutive’s employment terminates within the period beginning sixty (60) days prior to the closing date of a Change of Control and ending on the one (1)-year anniversary of such closing date, in its sole discretion, satisfy any accelerate the vesting of its obligations one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus which awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b)vest solely based on continued service (collectively, the Company will make no additional severance or similar payments“Severance Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. If during Subject to Section 9(f) and Section 9(g) and the Term Executive’s continued compliance with Section 7, if the Company terminates the Executive’s employment without during the Term other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates the Executive’s employment hereunder with Good Reason, (i) the Company shall pay the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined below) or the Executive terminates employment with Good Reason but before receiving such amount) (as defined below)A) all Accrued Benefits, subject if any, to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminatedentitled, the Company shall also pay the Executive (B) a lump sum cash payment of an amount equal to a pro rata portion, portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the length time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s service during such measurement periodBase Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Termination, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, twelve month period commencing on the Executive’s stock options shall become 100% vested and immediately exercisable Date of Termination, or (y) if the Executive has been employed with the Company for their full term. The Company shall provide continued medical and dental insurance coverage during more than two years on the 12 months following Date of Termination, the twenty-four (24) month period commencing upon the Executive’s termination Date of employment Termination; and (or until ii) the Executive becomes eligible for such coverage under another employerand the Executive’s program, if sooner), which coverage covered dependents shall be deemed entitled to satisfy COBRA health coverage requirements continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued for twelve (12) months in employment during the period. Should the Executive’s continued participation under the Company’s medical such medical, dental, and dental hospitalization insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by and the Company. The Company shall also pay Executive’s eligible dependents were participating immediately prior to the Executive any earned but unpaid Base Salary for the period through termination Date of employmentTermination, any Annual Bonus awards with respect subject to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b9(j), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment is terminated by the Company without Cause (as defined belowpursuant to Section 7(b) or by the Executive terminates employment with Good Reason (as defined belowpursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s compliance with Section 7(dregularly established payroll procedures, the Executive’s Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly- situated employees who receive the same type of coverage (single, family, or other), Section 7(e)unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, and Section 9 hereofin which case this benefit will not apply, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall (iii) pay to the Executive any annual discretionary bonus for the sum preceding calendar year that the Board has approved but has not yet been paid to the Executive, (iv) pay to the Executive an amount equal to his Target Bonus at the 50% maximum of (i) his annual Base Salary for the year in which he the termination occurs, multiplied by a fraction the numerator of which is the number of days during the year of termination on which the Executive is employed by the Company and the denominator of which is 365, (v) if the Executive’s employment terminates employment prior to the one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(d) hereof, accelerate the vesting of such number of RSUs subject to the RSU Award that would have vested between the Grant Date and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of employmentsuch RSU Award, and (vi) if the remaining installments paid monthly through Executive’s employment terminates within the 12-month period beginning sixty (60) days prior to the closing date of a Change of Control and ending on the one (1)-year anniversary of such closing date, accelerate the vesting of one hundred percent (100%) of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost then-outstanding equity awards granted to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to by the Company or other participants covered by such programswhich awards vest solely based on continued service (collectively, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b“Severance Benefits”), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installmentsinstallments through the 12-month anniversary of the Executive’s termination of employment, with provided, however, that if the first six months of installments constitute deferred compensation subject to section 409A of the Internal Revenue Code and the Executive is a “specified employee” within the meaning of section 409A of the Internal Revenue Code, then the first six months of installments shall be paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments shall be paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months . For purposes of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code, installment payments under this Section 7 shall each be treated as separate payments. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment is terminated by the Company without Cause (as defined below) under Section 3(d), or the Executive terminates his employment with for Good Reason (as defined belowunder Section 3(e), subject to then the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (ias provided in Section 4(a)(i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid and, in equal monthly installmentsaddition, with subject to the first six months Executive signing a general release of installments paid claims in a single lump sum six months favor of the Company and related persons and entities and non-disparagement, in the form attached hereto as Exhibit A (the “Release”) and the Release becoming irrevocable, all within 60 days after the Executive’s termination Date of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminatedTermination, the Company shall also pay continue paying the Executive a lump sum cash amount equal to a pro rata portion, based his final Base Salary as effective on the length Date of Termination for twelve (12) months and pay for continuation of the ExecutiveSection 2(e) Other Benefits including COBRA continuation for health benefits for such twelve (12) month period (“Salary Continuation”). The twelve (12) month period (“Salary Continuation Period”) shall commence on the Company’s service during such measurement period, first regular payroll date following the effective date of the Average Annual BonusRelease. Tax-related deductions and withholdings will apply to Salary Continuation. Salary Continuation is subject to Executive making commercially reasonable efforts to seek employment during the Salary Continuation Period and if Executive commences employment with another employer during the Salary Continuation Period, payable at the same time as the first payment then Executive shall provide notice of severance described in the preceding sentencessuch new employment arrangement to Company and Company shall thereafter be released from making any further Salary Continuation payments to Executive. In addition, within fifteen (15) days from the Executive’s stock options shall become 100% vested and immediately exercisable for their full term. The Date of Termination under Sections 3(d) or (3)(e), with the exception of Termination due to Death or Disability, Company shall provide continued medical notify Executive in writing of its decision to reduce the Salary Continuation Period to a period between six (6) months and dental insurance coverage during twelve (12) months, provided in which case the 12 months following Noncompete Period (as defined herein) shall likewise be reduced by a corresponding duration, so that the Executive’s termination Salary Continuation Period and the Noncompete Period run concurrently. For the avoidance of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programsdoubt, the Company may, parties agree that in its sole discretion, satisfy any of its obligations to no event shall the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other Continuation Period be less than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar paymentssix (6) months.

Termination by the Company Without Cause or by the Executive with Good Reason. If during During the Term Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with for Good Reason (as defined belowprovided in Section 3(e), subject to then the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum Executive’s Accrued Benefit. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in substantially the form attached to this Agreement as Exhibit A, with only such changes as the Company’s counsel advises are required by applicable laws or regulation (the “Release”) and the expiration of the seven-day revocation period for the Release, (i) his annual the Company shall pay the Executive severance of one (1) year’s Base Salary for at the year rate of in which he terminates employment and effect on the Date of Termination, (ii) his Average Annual if the Date of Termination occurs on or after the date the Board determines the amount of a Discretionary Bonus payable with respect to a preceding fiscal year but prior to the payment thereof, the Company shall pay to the Executive such Discretionary Bonus, and (iii) if the Executive 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 Executive a monthly cash payment for 12 months or the Executive’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 Executive if the Executive had remained employed by the Company (collectively, the “Severance Amount”). Such amount The Severance Amount shall be paid out in substantially equal monthly installments, installments in accordance with the Company’s payroll practices and schedule over 12 months, beginning on the first six months of installments paid in a single lump sum six months payroll date that occurs after the Executive’s termination 30th day after the Date of employment, and the remaining installments paid monthly through the 12-month anniversary Termination. Solely for purposes of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. With respect to any Annual Bonus measurement period during which Notwithstanding the foregoing, if the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length breaches any of the Executive’s service during such measurement periodprovisions contained in Sections 6-11 of this Agreement, all payments of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options Severance Amount shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar paymentscease.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus, multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is 12. The “Severance Period” is the longer of 12 months or the number of full and partial calendar months remaining in the term of this Agreement determined immediately before such termination, up to 18 months. Such amount shall be paid in equal monthly installments, with provided that if the Executive is a “specified employee” (within the meaning of Code section 409A) at the time he terminates employment, the first six months of installments shall be paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount within 30 days of his termination of employment equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term, and the Executive’s restricted stock will become 100% vested. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment Severance Period (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such periodrequirements, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places Company will reimburse the Executive in a net economic position that is at least for premium costs to obtain such economically equivalent coverage to the position in which the Executive would have been had such alternative arrangements not been used be reasonably agreed upon by the CompanyCompany and the Executive. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employmentSalary, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, both at the time otherwise payable, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar paymentspayments unless otherwise approved by the Board or an authorized committee of the Board.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment without Cause during the Employment Period other than for Cause, disability or death pursuant to Section 8(a)(i) or (as defined belowii) hereof or the Executive terminates employment hereunder with Good Reason (as defined below), subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereofReason, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall (i) pay the Executive the sum of (i) his annual Executive’s Base Salary due through the Date of Termination, a pro rata portion of the annual bonus that would have been payable for the calendar year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after termination if the Executive’s termination of employment, and the remaining installments paid monthly employment had not terminated (calculated based upon actual results through the 12-month anniversary Date of Termination and based upon budget for the remainder of the Executive’s termination of employment, provided, however, that period and pro rated for the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A portion of the Internal Revenue Code. With respect to any Annual Bonus measurement period year during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested was employed) and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s programall other unpaid amounts, if sooner)any, which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled as of the Date of Termination, at the time such payments are due, (ii) pay, during the 12-month period commencing on the Date of Termination (the “Severance Period”), to the Executive an aggregate amount equal to Executive’s Base Salary, payable in equal installments on the Company’s regular salary payment dates, (iii) pay, during the Severance Period an annual bonus equal to the average annual bonus paid by the Company to the Executive during the last 36 months of the Executive’s employment preceding the Date of Termination, which bonus shall be paid at the time that such bonus would have become payable if the Executive had continued to be employed by the Company during the Severance Period, (iv) shall continue in effect during the Severance Period the employee benefits provided to the Executive under Section 5(c) hereof immediately before the generally applicable terms Date of pensionTermination (except to that, savingsto the extent such benefits are provided pursuant to a qualified plan under Section 401(a) of the Internal Revenue Code of 1986, disability, life insurance, or other programs. Other than as amended (the payments and benefits described in this Section 7(b“Code”), the Company will make shall provide a substantially equivalent nonqualified benefit) and (v) shall cause all of the outstanding options then held by the Executive to purchase stock of the Company to be: (A) fully vested and exercisable if such termination occurs within two years after a Change in Control (or before a Change in Control has occurred, but after the Company has commenced negotiations of a transaction that results in a Change in Control) or (B) if (A) does not apply, vested and exercisable to the same extent that such options would have been vested and exercisable if the Executive had continued to be employed by the Company during the 24 months immediately following the Date of Termination (the “Vesting Period”), plus additional pro rata vesting with respect to the period between the last vesting date under such option during the Vesting Period and the end of the Vesting Period, in accordance with Schedule A attached to this Agreement (and such additional vesting, if any, shall be effective as of the Date of Termination); provided, that no additional severance or similar paymentsnotice of Non-Renewal shall be deemed to be a termination of the Executive’s employment for such purposes unless otherwise expressly provided in such notice of Non-Renewal. As a condition precedent to the receipt of the foregoing payments and benefits, if requested by the Company, the Executive shall enter into an agreement with the Company confirming the Company’s right to continued performance by the Executive of the Executive’s obligations under the Related Agreement during the period following termination of the Executive’s employment.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s 's employment without Cause (as defined below) or the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s 's compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus, multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is 12. The "Severance Period" is the longer of 12 months or the number of full and partial calendar months remaining in the term of this Agreement determined immediately before such termination, up to 18 months. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s 's termination of employment, and the remaining installments paid monthly through for the 12-month anniversary remainder of the Executive’s termination of employmentSeverance Period, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s 's termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s 's service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance amount described in the preceding sentences. In addition, the Executive’s 's stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment Severance Period (or until the Executive becomes eligible for such coverage under another employer’s 's program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such periodrequirements, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s 's continued participation under the Company’s 's medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employmentSalary, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus, multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is 12. The “Severance Period” is the longer of 12 months or the number of full and partial calendar months remaining in the term of this Agreement determined immediately before such termination, up to 18 months. Such amount shall be paid in equal monthly installments, with provided that if the Executive is a “specified employee” (within the meaning of Code section 409A) at the time he terminates employment the first six months of installments shall be paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount within 30 days of his termination of employment equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term, and the Executive’s restricted stock will become 100% vested. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment Severance Period (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such periodrequirements, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places Company will reimburse the Executive in a net economic position that is at least for premium costs to obtain such economically equivalent coverage to the position in which the Executive would have been had such alternative arrangements not been used be reasonably agreed upon by the CompanyCompany and the Executive. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employmentSalary, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, both at the time otherwise payable, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar paymentspayments unless otherwise approved by the Board or an authorized committee of the Board.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 10 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive 1.5 times the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with provided that if the Executive is a “specified employee” (within the meaning of Code section 409A) at the time he terminates employment, the first six months of installments shall be paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 1218-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount within 30 days of his termination of employment equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term, and the Executive’s restricted stock will become 100% vested. The Company shall provide continued medical and dental insurance coverage during the 12 18 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such periodrequirements, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places Company will reimburse the Executive in a net economic position that is at least for premium costs to obtain such economically equivalent coverage to the position in which the Executive would have been had such alternative arrangements not been used be reasonably agreed upon by the CompanyCompany and the Executive. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, both at the time otherwise payable and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar paymentspayments unless otherwise approved by the Board or an authorized committee of the Board.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment is terminated by the Company without Cause (as defined belowpursuant to Section 7(b) or by the Executive terminates employment with Good Reason (as defined belowpursuant to Section 7(c), subject the Executive shall be entitled to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentencesAccrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the Executive’s stock options shall become 100% vested Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and immediately exercisable timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 up to nine (9) months following the Executive’s termination date, the share of employment (or until the Executive becomes eligible premium for such coverage under another employer’s programthat it pays for active and similarly-situated employees who receive the same type of coverage (single, if soonerfamily, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which coverage shall be deemed to satisfy COBRA health coverage requirements for such periodcase this benefit will not apply, at a cost (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that does the Board has approved but has not exceed yet been paid to the amount the Executive would have paid had the Executive continued in employment during the period. Should Executive, (iv) if the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences employment terminates prior to the Company or other participants covered by one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(c) hereof, accelerate the vesting of such programsnumber of RSUs subject to the RSU Award that would have vested between the Grant Date and the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of such RSU Award, and (v) if the Company mayExecutive’s employment terminates within the period beginning sixty (60) days prior to the closing date of a Change of Control and ending on the one (1)-year anniversary of such closing date, in its sole discretion, satisfy any accelerate the vesting of its obligations one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus which awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b)vest solely based on continued service (collectively, the Company will make no additional severance or similar payments“Severance Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. If during During the Term Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with for Good Reason (as defined belowprovided in Section 3(e), subject to then the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum Executive’s Accrued Benefit. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in substantially the form attached to this Agreement as Exhibit A, with only such changes as the Company’s counsel advises are required by applicable laws or regulation (the “Release”) and the expiration of the seven-day revocation period for the Release, (i) his annual the Company shall pay the Executive severance of one (1) year’s Base Salary for the year in which he terminates employment and Salary, (ii) his Average Annual if the Date of Termination occurs on or after the date the Board determines the amount of a Discretionary Bonus payable with respect to a preceding fiscal year but prior to the payment thereof, the Company shall pay to the Executive such Discretionary Bonus, and (iii) if the Executive 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 Executive a monthly cash payment for 12 months or the Executive’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 Executive if the Executive had remained employed by the Company (collectively, the “Severance Amount”). Such amount The Severance Amount shall be paid out in substantially equal monthly installments, installments in accordance with the Company’s payroll practices and schedule over 12 months, beginning on the first six months of installments paid in a single lump sum six months payroll date that occurs after the Executive’s termination 30th day after the Date of employment, and the remaining installments paid monthly through the 12-month anniversary Termination. Solely for purposes of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. With respect to any Annual Bonus measurement period during which Notwithstanding the foregoing, if the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length breaches any of the Executive’s service during such measurement periodprovisions contained in Sections 6 -11 of this Agreement, all payments of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options Severance Amount shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar paymentscease.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment is terminated by the Company without Cause (as defined below) provided in Section 1(d), or the Executive terminates his employment with for Good Reason (as defined belowprovided in Section 1(e), then the Company shall, through the date of termination, pay the Executive his Accrued Benefit. In addition, subject to the Executive’s compliance with Section 7(d), Section 7(e), Executive signing a general release of claims in favor of the Company and Section 9 hereofrelated persons and entities in a form and manner satisfactory to the Company (the “Release”) within the 21-day period following the date of termination and the expiration of the seven-day revocation period for the Release, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such an amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary to 50 percent of the Executive’s termination then annual base salary (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over six months, beginning on the first payroll date that occurs 30 days after the date of termination; provided that if the Executive commences any employment or self-employment prior to the completion of such six-month period, payment of the Severance Amount as provided herein shall cease effective as of the date of commencement of such employment or self-employment; and provided further that payment of the Severance Amount shall cease immediately upon the death of the Executive. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for six months; provided, however, that the first six months continuation of installments health benefits under this Section shall be paid on a monthly basis rather than in a lump sum following reduce and count against the Executive’s termination rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and provided further that if the Executive commences any employment if or self-employment prior to the completion of such monthly payments can be made without adverse tax consequences under section 409A six-month period, the continuation of health benefits as provided herein shall cease effective as of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length date of the Executive’s service during commencement of such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full termemployment or self-employment. The Company Executive shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences give prompt notice to the Company of the date of commencement of any employment or other participants covered by such programsself-employment, and shall respond promptly to any reasonable inquiries from the Company mayconcerning any employment or self-employment, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used engages while benefits are payable by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar paymentshereunder.

Termination by the Company Without Cause or by the Executive with Good Reason. If during the Term the Company terminates the Executive’s employment without Cause (as defined below) or the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive 1.5 times the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 1218-month anniversary of the Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 18 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such periodrequirements, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar payments.