Common use of Termination by the Company Without Clause in Contracts

Termination by the Company Without. “Cause.” The Company, in the sole discretion of the Board and effective upon delivery of not less than thirty (30) days’ advance written notice to the Executive, may terminate this Agreement and the Executive’s employment hereunder at any time and for any reason, including without “Cause.” In the event that the Company terminates the Executive’s employment under this Section 5(e): (i) the Company shall make the Base Termination Payments (as defined in Section 5(a)(i)); (ii) subject to Section 5(f), the Executive shall retain his Surviving CLIA Waiver Bonus Rights (as defined in Section 5(a)(ii)); (iii) subject to Section 5(f), the Executive shall retain his Surviving Liquidity Event Bonus Rights (as defined in Section 5(a)(iii)), provided that for purposes of this subparagraph (iii), all vesting of the Executive’s rights under Section 3(c)(iii) shall be accelerated and the Executive shall be deemed to be fully vested in such rights effective as of the date of the Executive’s death or Disability; (iv) subject to Section 5(f), conditioned upon receipt by the Company of a general release in form reasonably acceptable to the Company and expiration of any revocation period applicable to such release without the Executive having revoked such release, and in lieu of any severance benefits that may otherwise be payable under any other severance plan or policy of the Company, the Company (A) shall continue to pay to the Executive as severance his Salary at the rate then in effect on the date of termination for a period of 180 days following the date of termination, such payments to be made by the Company at the times, subject to applicable withholdings and otherwise in accordance with the Company’s general payroll practices and policies, and (B) pay or reimburse the Executive for the cost of COBRA continuation medical and dental insurance coverage for the Executive for the 180-day severance period (less any required taxes or withholdings); provided, however, that if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the Executive a taxable lump-sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage for himself as in effect on the termination date (which amount shall be based on the premium for the first month of COBRA coverage) until the date that is 180 days following the Executive’s date of termination. Notwithstanding the foregoing, any severance payments that otherwise would be required to be made under this subparagraph (iv) within forty-five (45) days following the Executive’s date of termination shall instead be made on the Company’s first normal payroll date that is more than forty-five (45) days following the Executive’s date of termination; and (v) the Executive shall retain and receive any other rights or benefits (to the extent earned and vested as of the date of termination) under any Company employee benefit plans or arrangements in accordance with the terms of such plans and arrangements; and (vi) except as otherwise expressly provided in this Section 5(e), any and all other rights of the Executive to receive a Salary, bonus or other compensation or benefits shall terminate as of the effective date of termination.

Termination by the Company Without. “Cause.” The CompanyUpon ten (10) days written notice, in the sole discretion of Company shall have the Board and effective upon delivery of not less than thirty (30) days’ advance written notice right to the Executive, may terminate this Agreement and Executive for any reason or no reason at all. If the Executive’s employment hereunder at any time and for any reason, including without “Cause.” In the event that is terminated by the Company terminates the Executive’s employment under this Section 5(e): (i) the Company shall make the Base Termination Payments (as defined in Section 5(a)(i)); (ii) subject to Section 5(f)without Cause, the Executive shall retain his Surviving CLIA Waiver Bonus Rights receive the Severance Benefits (as defined in Section 5(a)(ii)); (iii) subject to Section 5(f), the Executive shall retain his Surviving Liquidity Event Bonus Rights (as defined in Section 5(a)(iii)), provided that for purposes of this subparagraph (iii), all vesting of the Executive’s rights under Section 3(c)(iii) shall be accelerated and the Executive shall be deemed to be fully vested in such rights effective as of the date of the Executive’s death or Disability; (iv) subject to Section 5(f), conditioned upon receipt by the Company of a general release in form reasonably acceptable to the Company and expiration of any revocation period applicable to such release without the Executive having revoked such release, and in lieu of any severance benefits that may otherwise be payable under any other severance plan or policy limits of the Company, the Company (A) shall continue to pay to the Executive as severance his Salary at the rate then in effect on the date of termination for a period of 180 days following the date of termination, such payments to be made by the Company at the times, subject to ’s applicable withholdings benefits plans and otherwise in accordance with the Company’s general payroll practices and insurance policies, and (B) pay or reimburse the Executive for the cost of COBRA continuation medical and dental insurance coverage for the Executive for the 180-day severance period (less any required taxes or withholdings); provided, however, that if the Executive’s employment is terminated by the Company determines without Cause during the Change of Control Period, the Executive shall receive the Severance Benefits plus his base salary for an additional period of twenty-four (24) months and an additional eighteen (18) months of continued and health insurance coverage, on comparable terms as made available to the Company’s employees at such time. Furthermore, Executive’s interest in its sole discretion that it cannot provide any stock options or restricted stock which he was granted subject to vesting or for which he otherwise has become eligible under the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 terms of the Public Health Service Act)applicable stock option or restricted stock plan or agreement or for which he was scheduled to become eligible at any time during the then applicable Employment Period (collectively, the Company “Options”) shall fully vest on the effective date of his termination without Cause, and Executive shall be granted a 12-month period in lieu thereof provide which to exercise all of these options, subject to the Executive a taxable lumpterms and conditions of the applicable stock option plan and the discretion of the Committee. The non-sum payment competition and non-solicitation restrictions set forth in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage for himself as in effect Section 7 of this Employment Agreement will terminate on the date Executive ceases to collect Severance Benefits in the case of a termination date (which amount shall be based on of employment by the premium for Company without Cause pursuant to this Section 5(e). The confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the first month termination of COBRA coverage) until the date that is 180 days following the Executive’s date of terminationthis Agreement pursuant to this section. Notwithstanding the foregoing, Executive shall not be entitled to any severance payments that otherwise would be required Severance Benefits unless (i) Executive complies with all of the restrictive covenants by which he is bound (whether pursuant to be made under this subparagraph Agreement or otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (ivii) within forty-five the Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company no later than thirty (4530) days following after the Executive’s date of termination and any revocation period with respect to such release has expired; further provided, however, that if the consideration and/or revocation period straddles two taxable years, then the Company shall instead be made on make the Company’s first normal payroll date that is more than forty-five (45) days following severance payments starting in the Executive’s date of termination; and (v) the Executive shall retain and receive any other rights or benefits (to the extent earned and vested as of the date of termination) under any Company employee benefit plans or arrangements in accordance with the terms second of such plans and arrangements; and (vi) except as otherwise expressly taxable years, regardless of which taxable year the executed release is delivered. The parties hereto acknowledge that the Severance Benefits to be provided in under this Section 5(e), any and all other rights of ) is to be provided in consideration for the Executive to receive a Salary, bonus or other compensation or benefits shall terminate as of the effective date of terminationabove-specified release.

Termination by the Company Without. “Cause.” The Company, in the sole discretion of the Board and effective upon delivery of not less than thirty (30) days’ advance written notice to the Executive, may terminate this Agreement and the Executive’s employment hereunder at any time and for any reason, including without “Cause.” In the event that the Company terminates the Executive’s employment under this Section 5(e): (i) the Company shall make the Base Termination Payments (as defined in Section 5(a)(i)); (ii) subject to Section 5(f), the Executive shall retain his Surviving CLIA Waiver Bonus Rights (as defined in Section 5(a)(ii)); (iii) subject to Section 5(f), the Executive shall retain his Surviving Liquidity Event Bonus Rights (as defined in Section 5(a)(iii)), provided that for purposes of this subparagraph (iii), all vesting of the Executive’s rights under Section 3(c)(iii) shall be accelerated and the Executive shall be deemed to be fully vested in such rights effective as of the date of the Executive’s death or Disability; (iv) subject to Section 5(f), conditioned upon receipt by the Company of a general release in form reasonably acceptable to the Company and expiration of any revocation period applicable to such release without the Executive having revoked such release, and in lieu of any severance benefits that may otherwise be payable under any other severance plan or policy of the Company, the Company (A) shall continue to pay to the Executive as severance his Salary at the rate then in effect on the date of termination for a period of 180 days one (1) year following the date of termination, such payments to be made by the Company at the times, subject to applicable withholdings and otherwise in accordance with the Company’s general payroll practices and policies, and (B) pay or reimburse the Executive for the cost of COBRA continuation medical and dental insurance coverage for the Executive for the 180one-day year severance period (less any required taxes or withholdings); provided, however, that if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the Executive a taxable lump-sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage for himself as in effect on the termination date (which amount shall be based on the premium for the first month of COBRA coverage) until the date that is 180 days twelve (12) months following the Executive’s date of termination. Notwithstanding the foregoing, any severance payments that otherwise would be required to be made under this subparagraph (iv) within forty-five (45) days following the Executive’s date of termination shall instead be made on the Company’s first normal payroll date that is more than forty-five (45) days following the Executive’s date of termination; and (v) the Executive shall retain and receive any other rights or benefits (to the extent earned and vested as of the date of termination) under any Company employee benefit plans or arrangements in accordance with the terms of such plans and arrangements; and (vi) except as otherwise expressly provided in this Section 5(e), any and all other rights of the Executive to receive a Salary, bonus or other compensation or benefits shall terminate as of the effective date of termination.

Termination by the Company Without. “Cause.” The Company, in the sole discretion of the Board and effective upon delivery of not less than thirty (30) days’ advance written notice to the Executive, may terminate this Agreement and the Executive’s employment hereunder at any time and for any reason, including without “Cause.” ”. In the event that the Company terminates the this Agreement and Executive’s employment under this Section 5(e): other than for Cause (as defined below), then Executive shall be paid “Severance” consisting of (i) the Company shall make the Base Termination Payments an amount equal to twelve (as defined in Section 5(a)(i)); 12) months of his then-current base salary; (ii) subject twelve (12) months of Company-paid or Company reimbursed COBRA continuation coverage to Section 5(f), the extent Executive shall retain his Surviving CLIA Waiver Bonus Rights (as defined in Section 5(a)(ii)); timely elects COBRA continuation coverage; and (iii) subject to Section 5(faccelerated vesting of all then-outstanding and unvested Company stock options that were granted before August 1, 2020 (and all other options or other equity awards that are then outstanding and unvested will terminate without compensation therefore). The cash portion of the Severance shall be paid in the form of salary continuation, the Executive shall retain his Surviving Liquidity Event Bonus Rights commencing sixty (as defined in Section 5(a)(iii))60) days after termination, provided however, that the first sixty (60) days of Severance shall be paid in a lump sum on the sixty fifth (65th) day after termination. The period from Executive’s termination of employment until the last payment of salary continuation is the “Severance Period”). To be eligible for purposes of this subparagraph (iii), all vesting any of the Executive’s rights under Section 3(c)(iii) shall be accelerated elements of Severance, Executive must execute, deliver and allow to become irrevocable a full and complete release of any and all claims in the Executive shall be deemed to be fully vested in such rights effective as of the date of the Executive’s death or Disability; (iv) subject to Section 5(f), conditioned upon receipt form prescribed by the Company of a general release in form reasonably acceptable to the Company and expiration of any revocation period applicable to such release without the Executive having revoked such release(“Release”). The Release must be executed, and in lieu of any severance benefits that may otherwise be payable under any other severance plan or policy of the Companyall revocation periods must have expired, the Company within sixty (A60) shall continue to pay to the Executive as severance his Salary at the rate then in effect on the date of termination for a period of 180 days following the after Executive’s date of termination, such payments failing which Executive shall have no rights to be made by the Company at the timesany Severance. Each payment of Severance, subject to applicable withholdings and otherwise in accordance with the Company’s general payroll practices and policies, and (B) pay or reimburse the Executive for the cost of COBRA continuation medical and dental insurance coverage for the Executive for the 180-day severance period (less any required taxes or withholdings); provided, however, that if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, each installment payment, shall be considered a separate payment, as described in Treasury Regulations Section 2716 1.409A-2(b)(2), for purposes of Section 409A of the Public Health Service ActInternal Revenue Code (“Section 409A”). In addition, if Executive is a “specified employee” within the meaning of Section 409A at the time of his separation from service from the Company within the meaning of Section 409A (a “Separation from Service”), the Company shall in lieu thereof provide then any payment otherwise required to be made to him under this Agreement on account of his separation from service, including any severance, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as deferred compensation subject to Section 409A, such payment shall not be made until the first business day after (i) the expiration of six months from the date of Executive’s separation from service, or (ii) if earlier, the date of Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to Executive or, if Executive has died, to Executive’s estate, in a taxable lump-sum payment in single cash lump sum, an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage for himself as in effect on aggregate amount of the termination date (which amount shall be based on the premium for the first month of COBRA coverage) until the date that is 180 days following the Executive’s date of termination. Notwithstanding the foregoing, any severance payments that otherwise would be required to be made under this subparagraph (iv) within forty-five (45) days following the Executive’s date of termination shall instead be made on the Company’s first normal payroll date that is more than forty-five (45) days following the Executive’s date of termination; and (v) the Executive shall retain and receive any other rights or benefits (delayed pursuant to the extent earned and vested as of the date of termination) under any Company employee benefit plans or arrangements in accordance with the terms of such plans and arrangements; and (vi) except as otherwise expressly provided in this Section 5(e), any and all other rights of the Executive to receive a Salary, bonus or other compensation or benefits shall terminate as of the effective date of terminationpreceding sentence.

Termination by the Company Without. “Cause.” The Company, in Cause or by the sole discretion Executive with Good Reason Outside of the Board and effective upon delivery of not less than thirty (30) days’ advance written notice to Change in Control Protection Period. During the ExecutiveTerm, may terminate this Agreement and if the Executive’s employment hereunder at any time and for any reason, including without “Cause.” In the event that is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment under for Good Reason as provided in Section 3(e), in each case other than within 24 months after the occurrence of a Change in Control (as defined Section 5 below), then the Company shall pay the Executive the Accrued Benefits, and, subject to (i) the Executive timely signing and not subsequently revoking a separation agreement in a form then provided by the Company, which shall contain, at the Company’s discretion, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property, noncompetition and non-disparagement provisions, and which shall provide that if the Executive breaches any of the Restrictive Covenant Agreements (as defined below) or any provision of the separation agreement, all payments of the Severance Amount (as defined below) shall immediately cease (the “Separation Agreement and Release”), (ii) the Separation Agreement and Release becoming fully effective and irrevocable in accordance with its terms (in the case of each of (i) and (ii), within 60 days after the Termination Date or such shorter time frame as set forth in the Separation Agreement and Release), and (iii) the Executive complying with all of the terms and conditions of the Separation Agreement and Release, this Section 5(eAgreement, and the Restrictive Covenant Agreements (the conditions described in clauses (i) through (iii), collectively, the “Severance Conditions”): (i) the Company shall make pay the Executive an amount equal to nine months of the Executive’s Base Salary as in effect on the Termination Payments Date or, in the case of termination by the Executive for Good Reason under Section 3(e), as of immediately prior to the diminution in the Executive’s Base Salary, if any, that constitutes Good Reason (as defined in Section 5(a)(i)the “Severance Amount”); (ii) subject to Section 5(f), the Executive shall retain his Surviving CLIA Waiver Bonus Rights (as defined in Section 5(a)(ii)); (iii) subject to Section 5(f), the Executive shall retain his Surviving Liquidity Event Bonus Rights (as defined in Section 5(a)(iii)), provided that for purposes of this subparagraph (iii), all vesting of the Executive’s rights Severance Amount payable under Section 3(c)(iii4(b)(i) shall be accelerated and the Executive shall be deemed to be fully vested paid out in such rights effective as of the date of the Executive’s death or Disability; (iv) subject to Section 5(f), conditioned upon receipt by the Company of a general release in form reasonably acceptable to the Company and expiration of any revocation period applicable to such release without the Executive having revoked such release, and in lieu of any severance benefits that may otherwise be payable under any other severance plan or policy of the Company, the Company (A) shall continue to pay to the Executive as severance his Salary at the rate then in effect on the date of termination for a period of 180 days following the date of termination, such payments to be made by the Company at the times, subject to applicable withholdings and otherwise substantially equal installments in accordance with the Company’s general payroll practices and policies, and (B) pay or reimburse practice over nine months commencing on the Executive for the cost of COBRA continuation medical and dental insurance coverage for the Executive for the 180-day severance period (less any required taxes or withholdings)Termination Date; provided, however, that the first installment payment of the Severance Amount will be made on the first payroll date according to the Company’s normal payroll practice next following the 60th day after the Termination Date and will include a catch-up payment to cover amounts that were otherwise due prior thereto; (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Termination Date, is eligible for and elects COBRA health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continues to copay the premiums for such coverage at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) then, until the earliest of (A) the nine-month anniversary of the Termination Date, (B) the end of the Executive’s COBRA health continuation period, or (C) the date on which the Executive becomes eligible for coverage under another employer’s group health plan (and the Executive agrees to notify the Company in writing immediately upon such eligibility), the Company will contribute toward the cost of the Executive’s COBRA premiums in the same amount as if the Executive was actively employed by the Company, in a manner intended to avoid any excise tax under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), and subject to the eligibility requirements and other terms and conditions of such coverage; provided, however, if the Company determines in its sole discretion that it cannot provide pay such amounts to the foregoing group health plan provider or the COBRA benefits provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall in lieu thereof provide convert such payments to payroll payments directly to the Executive a taxable lump-sum payment in an amount equal to for the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage for himself as in effect on the termination date (which amount time period specified above. Such payments shall be based on the premium for the first month of COBRA coverage) until the date that is 180 days following the Executive’s date of termination. Notwithstanding the foregoing, any severance payments that otherwise would be required subject to be made under this subparagraph (iv) within fortytax-five (45) days following the Executive’s date of termination shall instead be made related deductions and withholdings and paid on the Company’s first normal regular payroll date that is more than forty-five (45) days following dates. For the Executive’s date avoidance of terminationdoubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (viv) except as otherwise provided in the applicable Equity Documents, those shares underlying (A) restricted stock awards, stock options and other stock-based awards held by the Executive shall retain and receive any (B) restricted stock awards, stock options and other rights or benefits (stock-based awards held by entities to whom the extent earned and vested as of the date of termination) under any Company employee benefit plans or arrangements Executive has properly transferred such awards in accordance with the terms of such plans and arrangements; and (vi) except as otherwise expressly provided the applicable Equity Documents, that would have vested in this Section 5(e), any and all other rights of the nine months following the Termination Date had the Executive to receive a Salary, bonus remained employed during such period shall immediately accelerate and become fully exercisable or other compensation or benefits shall terminate nonforfeitable as of the effective date of terminationTermination Date.

Termination by the Company Without. “Cause.” The CompanyUpon ten (10) days written notice, in the sole discretion of Company shall have the Board and effective upon delivery of not less than thirty (30) days’ advance written notice right to the Executive, may terminate this Agreement and Executive for any reason or no reason at all. If the Executive’s employment hereunder at any time and for any reason, including without “Cause.” In the event that is terminated by the Company terminates the Executive’s employment under this Section 5(e): (i) the Company shall make the Base Termination Payments (as defined in Section 5(a)(i)); (ii) subject to Section 5(f)without Cause, the Executive shall retain his Surviving CLIA Waiver Bonus Rights receive the Severance Benefits (as defined in Section 5(a)(ii)); (iii) subject to Section 5(f), the Executive shall retain his Surviving Liquidity Event Bonus Rights (as defined in Section 5(a)(iii)), provided that for purposes of this subparagraph (iii), all vesting of the Executive’s rights under Section 3(c)(iii) shall be accelerated and the Executive shall be deemed to be fully vested in such rights effective as of the date of the Executive’s death or Disability; (iv) subject to Section 5(f), conditioned upon receipt by the Company of a general release in form reasonably acceptable to the Company and expiration of any revocation period applicable to such release without the Executive having revoked such release, and in lieu of any severance benefits that may otherwise be payable under any other severance plan or policy limits of the Company, the Company (A) shall continue to pay to the Executive as severance his Salary at the rate then in effect on the date of termination for a period of 180 days following the date of termination, such payments to be made by the Company at the times, subject to ’s applicable withholdings benefits plans and otherwise in accordance with the Company’s general payroll practices and insurance policies, and (B) pay or reimburse the Executive for the cost of COBRA continuation medical and dental insurance coverage for the Executive for the 180-day severance period (less any required taxes or withholdings); provided, however, that if the Executive’s employment is terminated by the Company determines without Cause during the Change of Control Period, the Executive shall receive the Severance Benefits plus his base salary for an additional period of twenty-four (24) months and an additional eighteen (18) months of continued and health insurance coverage, on comparable terms as made available to the Company’s employees at such time. Furthermore, Executive’s interest in its sole discretion that it cannot provide any stock options or restricted stock which he was granted subject to vesting or for which he otherwise has become eligible under the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 terms of the Public Health Service Act)applicable stock option or restricted stock plan or agreement or for which he was scheduled to become eligible at any time during the then applicable Employment Period (collectively, the Company “Options”) shall fully vest on the effective date of his termination without Cause, and Executive shall be granted a 12-month period in lieu thereof provide which to exercise all of these options (provided that such 12-month period shall not extend beyond the option’s expiration date as provided in the applicable award agreement, subject to the Executive a taxable lumpterms and conditions of the applicable stock option plan and the discretion of the Committee. The non-sum payment competition and non-solicitation restrictions set forth in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage for himself as in effect Section 7 herein will terminate on the date Executive ceases to collect Severance Benefits in the case of a termination date (which amount shall be based on of employment by the premium for Company without Cause pursuant to this Section 5(e). The confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the first month termination of COBRA coverage) until the date that is 180 days following the Executive’s date of terminationthis Agreement pursuant to this Section 5(e). Notwithstanding the foregoing, Executive shall not be entitled to any severance payments that otherwise would be required Severance Benefits unless (i) Executive complies with all of the restrictive covenants by which he is bound (whether pursuant to be made under this subparagraph Agreement or otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (ivii) within the Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company no later than thirty (30) days (or forty-five (45) days following as may be required under applicable law) after the Executive’s date of termination shall instead and any revocation period with respect to such release has expired which release will be made on the Company’s first normal payroll date that is more than forty-provided to Executive within five (455) days following the Executive’s date of termination; and (v) further provided, however, that if the Executive consideration and/or revocation period straddles two taxable years, then the Company shall retain accumulate any severance payments payable during the year of termination and receive any other rights or benefits (to shall make the extent earned and vested as of accumulate severance payments starting in the date of termination) under any Company employee benefit plans or arrangements in accordance with the terms second of such plans and arrangements; and (vi) except as otherwise expressly taxable years at the time the first scheduled payment for such second taxable year is payable, regardless of which taxable year the executed release is delivered. The parties hereto acknowledge that the Severance Benefits to be provided in under this Section 5(e), any and all other rights of ) is to be provided in consideration for the Executive to receive a Salary, bonus or other compensation or benefits shall terminate as of the effective date of terminationabove-specified release.