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

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Company terminates the employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment with the Company for Good Reason prior to the end of the Term of this Agreement, Executive shall be entitled to (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th) day following the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: (A) the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If In addition to the payments described in Section 1(e) and subject to Section 4 and Section 5, provided that Executive is in compliance with his obligations under his Proprietary Information and Inventions Agreement with the Company, in the event Executive’s employment is terminated by the Company terminates Without Cause or by Executive for Good Reason, the employment of Company shall (i) pay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the end date on which the Employment Period ends and that had not previously been paid, provided, however, it is the Company’s intent that any such annual bonus shall be evaluated by the Board, and if applicable, paid, no later than December 31 of the then applicable Term calendar year following the calendar year to which such annual bonus relates, (ii) continue to make Base Salary payments for (A) a period 6 months following such termination of this Agreement for any reason other than for Cause, employment if the termination occurs on or if before the third anniversary of the date on which Executive terminates his commenced employment with the Company, or (B) a period 12 months following such termination of employment if the termination occurs after such third anniversary date (the period of time such payments are provided, the “Severance Period”), payable over such 6 month or 12 month period, as the case may be, on the regular payroll dates of the Company for Good Reason in accordance with the Company’s payroll practices as in effect on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall commence upon the first payroll date following the effective date of the Release Agreement referenced in Section 5, and the first continued Base Salary payment shall cover the period between the termination date and such payment, provided, however, no amount shall be paid pursuant to this Section 2(a) unless, on or prior to the end of the Term of this Agreement, Executive shall be entitled to fifty-fifth (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th55th) day following the Termination Date; date of the Executive’s Separation from Service (iii) reimbursement for expenses incurred by as defined in Section 4 below), Executive through the Termination Date that are reimbursable has executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to this Section 4.03; (iv2(a)(ii) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day considered a separate payment for purposes of Section 409A of the month immediately following Internal Revenue Code of 1986, as amended (the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: “Code”) (A) the eighteen (18)-month anniversary including, without limitation, for purposes of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverageTreasury Regulation Section 1.409A-2(b)(2)(iii)).

Termination by the Company Without Cause or Termination by Executive for Good Reason. If In addition to the payments described in Section 1(e) and subject to Section 4 and Section 5, provided that Executive is in compliance with his obligations under his Proprietary Information and Inventions Agreement with the Company, in the event Executive’s employment is terminated by the Company terminates Without Cause or by Executive for Good Reason, the employment of Company shall (i) pay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the end date on which the Employment Period ends and that had not previously been paid, provided that the annual bonus shall be evaluated by the Board, and paid, no later than December 31 of the then applicable Term calendar year following the calendar year to which such annual bonus relates, (ii) continue to make Base Salary payments for (A) a period 6 months following such termination of this Agreement for any reason other than for Cause, employment if the termination occurs on or if before the third anniversary of the date on which Executive terminates his commenced employment with the Company, or (B) a period 12 months following such termination of employment if the termination occurs after such third anniversary date (the period of time such payments are provided, the “Severance Period”), payable over such 6 month or 12 month period, as the case may be, on the regular payroll dates of the Company for Good Reason in accordance with the Company’s payroll practices as in effect on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall commence upon the first payroll date following the effective date of the Release Agreement referenced in Section 5, and the first continued Base Salary payment shall cover the period between the termination date and such payment, provided, however, no amount shall be paid pursuant to this Section 2(a) unless, on or prior to the end of the Term of this Agreement, Executive shall be entitled to fifty-fifth (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th55th) day following the Termination Date; date of the Executive’s Separation from Service (iii) reimbursement for expenses incurred by as defined in Section 4 below), Executive through the Termination Date that are reimbursable has executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to this Section 4.03; (iv2(a)(ii) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day considered a separate payment for purposes of Section 409A of the month immediately following Internal Revenue Code of 1986, as amended (the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: “Code”) (A) the eighteen (18)-month anniversary including, without limitation, for purposes of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverageTreasury Regulation Section 1.409A-2(b)(2)(iii)).

Termination by the Company Without Cause or Termination by Executive for Good Reason. If Provided that Executive is in compliance with his obligations under his Proprietary Information and Inventions Agreement with the Company, in the event Executive’s employment is terminated by the Company terminates Without Cause or by Executive for Good Reason, the employment of Company shall (i) pay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the end date on which the Employment Period ends and that had not previously been paid, provided, however, it is the Company’s intent that any such annual bonus shall be evaluated by the Board, and if applicable, paid, no later than December 31 of the then applicable Term calendar year following the calendar year to which such annual bonus relates, (ii) continue to make Base Salary payments for (A) a period 6 months following such termination of this Agreement for any reason other than for Cause, employment if the termination occurs on or if before the third anniversary of the date on which Executive terminates his commenced employment with the Company, or (B) a period 12 months following such termination of employment if the termination occurs after such third anniversary date (the period of time such payments are provided, the “Severance Period”), payable over such 6 month or 12 month period, as the case may be, on the regular payroll dates of the Company for Good Reason in accordance with the Company’s payroll practices as in effect on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall commence upon the first payroll date following the effective date of the Release Agreement, and the first continued Base Salary payment shall cover the period between the termination date and such payment, provided, however, no amount shall be paid pursuant to this section unless, on or prior to the end of the Term of this Agreement, Executive shall be entitled to fifty-fifth (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th55th) day following the Termination Date; date of the Executive’s Separation from Service (iii) reimbursement for expenses incurred by as defined in the section entitled “Section 409A Payment Delay” below), Executive through the Termination Date that are reimbursable has executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to this section shall be considered a separate payment for purposes of Section 4.03; 409A of the Internal Revenue Code of 1986, as amended (ivthe “Code”) if (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)).” • Amend the Termination Date occurs after December 31 definition of a performance year under “Change in Control” in the AIP but before any bonus for such performance year has been paid, such unpaid bonus under Agreements relating to cash severance to comply with the AIP, definition contained in Section 409A and the rules and regulations promulgated thereunder. The foregoing amendment applies only to cash severance payments. Your potential option acceleration is still governed by the extent earned, payable definition of change in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year control in which the Termination Date occurs and (y) a fractionyour Change in Control Agreement. As amended, the numerator definition of which is “Change in Control” as applied to cash severance payments in the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company Agreements shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: (A) the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage.mean as follows:

Termination by the Company Without Cause or Termination by Executive for Good Reason. If In addition to the payments described in Section 5(f) and subject to Section 9, provided that Executive has resigned from the Board as contemplated by Section 3 and is in compliance with his obligations under Section 11, in the event the Employment Period ends by reason of termination of Executive’s employment by the Company terminates Without Cause or by Executive for Good Reason, the employment of Company shall (i) pay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, (ii) continue to make Base Salary payments for a period 12 months following such termination of employment (the period of time such payments are provided, the “Severance Period”), payable in accordance with the Company’s payroll practices as in effect on such termination date, except that such continued Base Salary payments shall not commence until the first payroll date following the effective date of the Release Agreement referenced in Section 9, and the first continued Base Salary payment shall cover the period between the termination date and such payment. Each installment payment made pursuant to this Section 6(a) (ii) shall be considered a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986 (the “Code”). In the event the Employment Period ends on or prior to December 31, 2009 by reason of termination of Executive’s employment by the Company Without Cause or by Executive for Good Reason, subject to Section 9, Executive shall receive a pro rata portion (based upon the number of complete months within the fiscal year that shall have elapsed through the date of Executive’s termination of employment) of any Annual Bonus that the Board determines Executive would otherwise have received pursuant to Section 4(b) hereof for that calendar year had Executive been employed through the end of the then applicable Term year, which will be payable when and if such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, provided again that Executive resigned from the Board immediately as contemplated by Section 3 and has been in compliance with his obligations under Section 11 from the date of this Agreement for any reason other than for Cause, or if Executive terminates his employment with termination through such payment dates. Notwithstanding the Company for Good Reason prior to the end of the Term of this Agreementforegoing, Executive shall not be entitled to (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as pro-rated bonus unless the date of termination is after the first six months of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th) day following the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance fiscal year in which it occurs. During the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)Severance Period, the Company shall reimburse continue to pay health insurance premiums for continued health insurance coverage for Executive for the monthly COBRA premium paid by Executive for himself and his currently insured dependents, provided that Executive makes a timely election to continue such coverage under COBRA and is not otherwise eligible for health insurance through any subsequent employer. Such reimbursement If the termination is a result of Executive’s death or Disability, then Executive’s currently insured dependents shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive upon their timely remits the premium payment. Executive shall election be eligible to receive such reimbursement until the earlier of: (A) the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive is no longer eligible continued benefits pursuant to receive COBRA continuation coverageCOBRA.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If In addition to the payments described in Section 5(f) and subject to Section 8 and Section 10, provided that Executive has resigned from the Board as contemplated by Section 3 and is in compliance with his obligations under Section 12, in the event the Employment Period ends by reason of termination of Executive’s employment by the Company terminates Without Cause or by Executive for Good Reason, the employment of Company shall (i) in accordance with Section 4(b), pay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the end date on which the Employment Period ends and that had not previously been paid, (ii) continue to make Base Salary payments for a period 12 months following such termination of employment (the period of time such payments are provided, the “Severance Period”), payable over such 12 month period on the regular payroll dates of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment Company in accordance with the Company for Good Reason Company’s payroll practices as in effect on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall commence upon the first payroll date following the effective date of the Release Agreement referenced in Section 10, and the first continued Base Salary payment shall cover the period between the termination date and such payment, provided, however, no amount shall be paid pursuant to this Section 6(a) unless, on or prior to the end of the Term of this Agreement, Executive shall be entitled to fifty-fifth (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th55th) day following the Termination Date; date of the Executive’s Separation from Service (iii) reimbursement for expenses incurred by as defined in Section 8 below), Executive through the Termination Date that are reimbursable has executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to this Section 4.03; 6(a) (ivii) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day considered a separate payment for purposes of Section 409A of the month immediately following Internal Revenue Code of 1986, as amended (the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: “Code”) (A) the eighteen (18)-month anniversary including, without limitation, for purposes of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage.Treasury Regulation

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Company terminates the employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment with the Company for Good Reason prior to the end of the Term of this Agreement, Executive shall be entitled to (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half two (1.52) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th) day following the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: (A) the eighteen (18)-month anniversary end of the 18-month period following the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage. Further, if and to the extent Executive and/or his qualified beneficiaries are receiving COBRA continuation coverage under the Company’s group medical plan as of the last day of the 18-month period described above, for an additional six month period the Company shall (I) continue such group medical coverage for Executive and/or his qualified beneficiaries under the Company’s group medical plan under the same terms and conditions described in this Section 5.05(c), to the extent permitted under the terms of such plan or related insurance contracts and service agreements, or (II) provide Executive with a monthly cash payment equal to the monthly COBRA premium that would be paid by Executive for himself and his dependents under the Company’s group medical plan, less applicable tax withholdings. The decision of the method of providing coverage to Executive pursuant to the preceding sentence will be in the Company's sole discretion.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Company terminates the Executive’s employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, hereunder without Cause or if Executive terminates his employment with the Company hereunder for Good Reason prior to the end of the Term of this AgreementReason, Executive shall be entitled to receive his Accrued Benefits, plus a pro rata bonus based upon the actual achievement of the performance objectives as determined by the Committee for the fiscal year of termination. Executive shall also be entitled to a cash severance payment equal to two (i2) times Executive’s Base Salary and (determined without regard to any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned change in Base Salary that Executive would have earned had his constitute Good Reason), provided, however, that if such termination of employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus occurs during the prior two calendar years under the AIP one-(1-) year period following a Change of Control (or such shorter period, as applicabledefined in Section 8(b)), subject to applicable taxes and withholdings and payable on the sixtieth reduction set forth in Section 8(a) of this Agreement, such cash severance payment shall be equal to three (60th3) day following times Executive’s Base Salary (determined without regard to any change in Base Salary that would constitute Good Reason). All of the Termination Date; (iii) reimbursement foregoing amounts, except for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if pro rata bonus, shall be paid in the Termination Date occurs after December 31 form of a performance year under single lump sum payment within thirty (30) days after the AIP but before date of termination, provided Executive has executed a release of liability in the form reasonably required by the Company and any revocation period with respect to such release has expired. The amount of any pro rata bonus for such performance the fiscal year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in which Executive’s termination occurs shall be paid in a lump sum, subject to applicable taxes and withholdings, sum at the same time bonuses as the Company makes bonus payments to its executive employees who are entitled to receive an annual bonus for the fiscal year. The Company will pay or reimburse Executive for premiums paid for continued health benefits for Executive (and any eligible dependents) under the AIP; and (v) a payment equal to Company’s health plans until the product earlier of (xi) two (2) years following Executive’s separation from service or (ii) the target bonus date upon which Executive and his eligible dependents become covered under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator similar plans of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Dateanother employer. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse will provide outplacement assistance to Executive through a nationally recognized firm, at a cost not to exceed $30,000. Such outplacement assistance will be consistent with the standard program offered by the selected firm for top executives in transition and will include transition and job search coaching and counseling, resume preparation and temporary office facilities and support for use by Executive. Outplacement expenses payable pursuant to this Agreement must be incurred by Executive no later than the monthly COBRA premium December 31 of the second calendar year following the calendar year in which Executive’s termination of employment occurs and must be paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before Company no later than the 15th last day of the month immediately third fiscal year following the month fiscal year in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: (A) the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverageExecutive’s termination occurs.