Common use of Termination by the Clause in Contracts

Termination by the. Company without Cause or Resignation by Executive for Good Reason (Other Than Change in Control). The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated by the Company without Cause, but not in the event of a termination due to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled.

Termination by the. Company Without Cause or by the Executive For Good Reason. Upon the termination of the Executive's employment by the Company without Cause pursuant to Section 4(b) hereof or Resignation by the Executive for Good Reason (Other Than Change in Control). The pursuant to Section 4(c) hereof, the Company shall have pay to the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated by the Company without Cause, but not in the event of a termination due to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation that portion of Executive’s base salaryhis Base Salary earned through the Last Day of Employment, then (ii) if the Last Day of Employment is on or prior to December 31 2006, an amount (payable in effect, for a period of twelve (12) months equal monthly installments) equal to Five Hundred Fifty Thousand Dollars ($550,000), or if the Last Day of Employment is subsequent to December 31, 2006, an amount (payable in twenty-four (24) equal monthly installments) equal to the sum of (A) two (2) times the Executive's Base Salary and (B) two (2) times the average of the awards paid to the Executive under the STIP in the two (2) fiscal years of the Company ended immediately preceding the Last Day of Employment (but in no event greater than two (2) times the average of the "target" award amounts under the STIP for such two (2) year period), (iii) all amounts that have become fully vested and properly payable on or before the Last Day of Employment under all retirement plans sponsored by the Company in accordance with the provisions of such plans, and (iv) all other amounts that are properly payable to the Executive by the Company that have not been paid to him on or before the Last Day of Employment. In addition, all awards granted to the Executive under the STIP and the LTIP that have become fully vested, exercisable or earned on or before the Last Day of Employment shall be distributed or paid to the Executive within, or shall be exercisable by the Executive for, as the case may be, sixty (60) days following the Termination DateLast Day of Employment, paid unless expressly provided otherwise in the STIP or the LTIP or in the applicable Award Agreement(s). With respect to the awards granted to the Executive under the STIP and the LTIP that have not become fully vested, exercisable or earned on or before the Last Day of Employment, one-half (1/2) of such awards (but in no event greater than one-half (1/2) of the "target" award amounts under the STIP and the LTIP for the applicable years) shall become vested, exercisable or earned on the same basis day immediately following the Last Day of Employment and at shall be distributed or paid to the same time Executive within, or shall be exercisable by the Executive for, as previously the case may be, sixty (60) days following the Last Day of Employment, unless expressly provided otherwise in the STIP or the LTIP or in the applicable Award Agreement(s). The remaining one-half (1/2) of such awards shall be forfeited or shall not be exercisable, distributed or paid; , as the case may be, as of and (ii) following the Company shall pay Last Day of Employment. If the premiums of Executive’s Executive elects to continue coverage under the Company's group health insurance COBRA continuation coverage, including coverage plan for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) himself and/or his spouse under the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act"COBRA"), then in lieu of providing the COBRA premiums, the Company will instead pay shall reimburse the Executive for the premiums paid by the Executive associated with such continued coverage until the earlier of (I) the end of the Executive's entitlement to continued coverage under the Company's group health insurance plan under COBRA, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on or (II) the date of termination. To receive on which the payments under (i) and (ii) above, Executive’s termination or resignation must constitute Executive becomes covered by a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduledhealth plan sponsored by another employer.

Termination by the. Company without Cause or Resignation by Executive for Good Reason (Other Than Change in Control). The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated by the Company without Cause, but not in the event of a termination due to Death death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of terminationTermination Date. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignationthe Termination Date. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignationthe Termination Date, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignationthe Termination Date, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled.

Termination by the. Company without Cause Lessor The Lessor may immediately terminate this Lease by notice in writing to the Lessee: (a) if the Lessee fails to pay the Lease Fee for a consecutive period of three (3) years; or Resignation (b) upon the occurrence of an Insolvency Event affecting the Lessee. Termination by Executive the Lessee The Lessee may immediately terminate this Lease by notice in writing to the Lessor: (a) if the Demised Land is rendered unusable for Good Reason the purpose of operating and maintaining the Petrochemical Plant Project due to the occurrence of a Force Majeure Event for a consecutive period of six (Other Than Change 6) months from the date of the occurrence of such Force Majeure Event; or (b) upon the occurrence of an Insolvency Event affecting the Lessor. Survival, Release and Discharge On termination of this Agreement, each of the Parties to this Agreement shall be released and discharged from their respective obligations under this Agreement, except that this Survival, Release and Discharge Clause, Surrendering the Lease and Yielding of Vacant Possession Clause and Confidentiality Clause shall survive and continue in Control)full force and effect following such termination. The Company Consequences of Termination (a) Termination of this Agreement, for any reason, shall have not affect the right accrued rights, remedies, obligations or liabilities of the Parties existing at termination. (b) In the event this Agreement is terminated, the following shall take place: (i) the Demised Land, possession thereof and/or any interest therein shall revert to or be vested in to the Lessor at no cost and expense to the Lessor; (ii) it shall be lawful for the Lessor to re-enter upon the Demised Land or any part thereof; and (iii) the provisions of Surrendering the Lease and Yielding of Vacant Possession of this Agreement and the NLC shall apply. (c) In addition to the above, if the Non-Defaulting Party is the Lessee and the Lessee elects to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement in accordance with Termination Clause, any Lease Costs paid by the Lessee shall be prorated up to expire at and including the end termination date of this Agreement and any such payments due after the Term without attempting to renegotiate its terms, the expiration termination date of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated refunded by the Company without Cause, but not in the event of a termination due to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior Lessor to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduledLessee.

Termination by the. Company without Other Than for Death, Disability, or Cause or Resignation by Executive for a Good Reason (Other Than Change in Control)Reason. The Company shall have In addition to the right payment to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes Executive of the Executive’s eligibility for Base Salary and reimbursement of any applicable expenses pursuant to Section 4.2 through the benefits described in this Section 5.4. In Date of Termination, if (a) the event Executive Employment Period is terminated prior to December 31, 2013, (i) by the Company without for reasons other than death, Disability, or Cause, but not or (ii) by the Executive for a Good Reason, and (b) the Executive executes a general release in the event form attached hereto as Exhibit C (the “Release”) on or before the effective Date of a termination due to Death or Disability under Section 5.1Termination, or and (c) the Executive resigns for Good Reason (other than in connection with a Change in Control has not breached the terms of the “Assignment Agreement” (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, ; then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive an amount equal to the Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period Base Salary (at the rate in effect at the Date of twelve (12Termination) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) as though the Executive continued to be employed by the Company until December 31, 2013. Such amount shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) be payable in accordance with the Company’s obligation normal payroll practices as though the Executive continued to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided be employed by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determinesuntil December 31, in its sole discretion, that 2013. If the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Executive elects and remains eligible for health coverage pursuant to Section 105(h)(2) 4980B of the Internal Revenue Code of 1986, as amended (the “CodeCOBRA”) or any statute or regulation of similar effect (including but not limited and subject to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Actwithholding pursuant to Section 3.4 above), then in lieu of providing commencing within fifteen (15) business days following the COBRA premiumsdate on which the Release becomes effective pursuant to its terms, the Company will instead will, for a period commencing on the Date of Termination and continuing through December 31, 2013, pay Executive, fully taxable cash payments a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. Notwithstanding the foregoing, if the Employment Period is terminated for any reason after December 31, 2013, the Executive shall only be entitled to receive the Executive’s Base Salary through the Date of Termination and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting reimbursement of any unvested stock options and/or other equity securities applicable expenses pursuant to Section 4.2 through the Date of Termination, and the Executive shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard have no right to any alternate definition thereunder) other compensation thereafter (a “Separation from Service”) and other than pursuant to Section 5.3). The Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior entitled to any other salary or compensation after termination of the 60th day following Employment Period (other than as set forth in this Section 5.2 and Section 5.3), and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s termination or resignationconversion rights, ratherif any, subject to under any of the aforementioned conditions, on Company’s employee benefit plans. In furtherance of and not in limitation of the 60th day following Executive’s termination or resignationforegoing, the Company will pay Executive such payments in may only be terminated by the affirmative vote of a lump sum that majority of the whole Board (excluding the Executive would have received on or prior to such date under if he is a member of the original schedule, with the balance of such payments being paid as originally scheduledBoard).

Termination by the. Company without Other Than for Death, Disability, or Cause or Resignation by the Executive for a Good Reason (Other Than Change in Control)Reason. The Company shall have In addition to the right payment to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes Executive of the Executive’s eligibility for 's Base Salary and the benefits described in this reimbursement of any applicable expenses pursuant to Section 5.4. In 4.2 through the event Executive Date of Termination, if (a) the Employment Period is terminated (i) by the Company without for reasons other than death, Disability, or Cause, but not in the event of a termination due (ii) pursuant to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control of the Company, as defined by Section 1.4.A, or (ii) by the Executive for a Good Reason, or (iii) in accordance with the terms of Section 2.1.2 hereof (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in the form attached hereto as Exhibit B (the "Release") on or before the effective Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below)), and upon compliance with Section 5.5 below, ; then the Company shall pay the Executive shall be eligible an amount equal to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then Base Salary (at the rate in effect, effect at the Date of Termination) for a period commencing on the Date of Termination and ending twelve (12) months following from the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company Date of Termination. Any payment under this Section 5.2 shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) be made in accordance with the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding normal payroll schedule at the foregoing, if at any time the Company determines, in its sole discretion, that payments are made. If the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Executive elects and remains eligible for health coverage pursuant to Section 105(h)(2) 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the “Code”) or any statute or regulation of similar effect (including but not limited date on which the Release becomes effective pursuant to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiumsits terms, the Company will instead will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Termination, pay Executive, fully taxable cash payments a percentage of the premium for such COBRA health coverage equal to and the percentage of the premium for health insurance coverage paid at by the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease Company on the date Date of terminationTermination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and The Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior entitled to any other salary or compensation after termination of the 60th day following Employment Period (other than as set forth in this Section 5.2 and Section 5.3) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s termination or resignationconversion rights, ratherif any, subject to under any of the aforementioned conditions, on Company’s employee benefit plans. In furtherance of and not in limitation of the 60th day following Executive’s termination or resignationforegoing, the Company will pay Executive such payments in may only be terminated by the affirmative vote of a lump sum that majority of the whole Board (excluding the Executive would have received on or prior to such date under if he is a member of the original schedule, with the balance of such payments being paid as originally scheduledBoard).

Termination by the. Company without Cause or Resignation Cause, Termination by Executive the ------------------------------------------------------------ Employee for Good Reason (Other Than Change in Control). The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Reason, or Termination by Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. ------------------------------------------------------------ Parties ------- In the event Executive that the Employee's employment is terminated by the Company without Cause, but not in the event of a termination due Cause pursuant to Death or Disability under Section 5.15.3, or Executive resigns by the Employee for Good Reason (other than pursuant to Section 5.5, or upon mutual agreement of the parties pursuant to Section 5.6, the Company shall pay to the Employee, in connection with addition to any Accrued Obligations and the bonus amount set forth in Section 4.2, a Change lump sum payment in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible an amount equal to receive the following “Severance Benefits:” lesser of (i) continuation of Executive’s base salary, his annual Base Salary then in effecteffect for eighteen (18) months, or (ii) his annual Base Salary for a the period beginning on the date of twelve (12) months following termination through and including the Termination Dateexpiration of the Employment Period set forth in Section 1 as if no termination had occurred. The Employee shall have no obligation to mitigate by seeking other employment and there shall be no offset against amounts due the Employee under this Agreement on account of any remuneration attributable to any subsequent employment he may obtain. In addition, paid the Company shall continue its contributions toward the Company's health and life insurance benefits on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause date of termination, except as provided below, for the applicable period outlined above under (i) or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executiveii). Notwithstanding the foregoing, if at any time the Company determinesshall not be required to provide any health or life insurance benefit otherwise receivable by the Employee pursuant to this Section 6.2 if the Employee is actually covered by an equivalent benefit (at the same cost to the Employee, if any) from another employer during which continuing benefits are provided pursuant to this Section 6.2. Any such benefit made available to the Employee shall be reported to the Company. The Company shall provide the foregoing severance pay and benefits to the Employee as set forth in this Section 6.2 only upon execution by the Employee of a release of claims, other than with respect to the Employee's rights under the Indemnification Agreement, with regard to post employment benefits and as a stockholder and option holder, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited form reasonably satisfactory to the 2010 Patient Protection and Affordable Care Act, as amended by Company. If the 2010 Health Care and Education Reconciliation Act), then in lieu Employee fails to execute the aforesaid release of providing the COBRA premiumsclaims agreement, the Company will instead shall have no further obligations under this Agreement other than to pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th Employee the compensation and benefits otherwise payable to him under Section 4 through the last day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, of his actual employment by the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under and the original schedule, with the balance of such payments being paid as originally scheduledAccrued Obligations.

Termination by the. Company without Other Than for Death, Disability, or Cause or Resignation by the Executive for a Good Reason (Other Than Change in Control)Reason. The Company shall have In addition to the right payment to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes Executive of the Executive’s eligibility for 's Base Salary and the benefits described in this reimbursement of any applicable expenses pursuant to Section 5.4. In 4.2 through the event Executive Date of Termination, if (a) the Employment Period is terminated (i) by the Company without for reasons other than death, Disability, or Cause, but not or (ii) by the Executive for a Good Reason, or (iii) in accordance with the terms of Section 2.1(b) hereof (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in the event form attached hereto as Exhibit A (the "Release") on or before the effective Date of a termination due to Death or Disability under Section 5.1, or Termination; and (c) the Executive resigns for Good Reason (other than in connection with a Change in Control has not breached the terms of the “Assignment Agreement” (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, ; then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive an amount equal to the Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, Base Salary (at the rate in effect at the Date of Termination) for a maximum period commencing on the Date of twelve (12) months following a termination without Cause or resignation for Good ReasonTermination and on the Expiration Date; provided, however, that if the Termination Date is within twenty four (a24) months of the Expiration Date, then the Company shall pay premiums for the Executive an amount equal to the Executive’s eligible dependents only Base Salary (at the rate effective as of the Termination Date), for coverage for which those eligible dependents were enrolled immediately prior a period commencing on the Termination Date and ending on the second (2nd) anniversary of the Termination Date. Any payment under this Section 5.2 shall be made over time as though the Executive continued to the termination without Cause or resignation for Good Reason and (b) be employed by the Company’s obligation . If the Executive elects and remains eligible for health coverage pursuant to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the “Code”) or any statute or regulation of similar effect (including but not limited date on which the Release becomes effective pursuant to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiumsits terms, the Company will instead will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Termination, pay Executive, fully taxable cash payments a percentage of the premium for such COBRA health coverage equal to and the percentage of the premium for health insurance coverage paid at by the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease Company on the date Date of terminationTermination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and The Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior entitled to any other salary or compensation after termination of the 60th day following Employment Period (other than as set forth in this Section 5.2 and Section 5.3) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the Executive’s termination or resignationconversion rights, ratherif any, subject to under any of the aforementioned conditions, on Company’s employee benefit plans. In furtherance of and not in limitation of the 60th day following Executive’s termination or resignationforegoing, the Company will pay Executive such payments in may only be terminated by the affirmative vote of a lump sum that majority of the whole Board (excluding the Executive would have received on or prior to such date under if he is a member of the original schedule, with the balance of such payments being paid as originally scheduledBoard).