Common use of Termination in Connection with a Change of Control Clause in Contracts

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option agreement between the Company and the Executive, all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If In the event of a Change of Control, if Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i) aboveThe Accrued Amounts; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus Target Bonus, multiplied by the fraction obtained by dividing the number of days Executive was employed during the calendar year in the year through which the Date of Termination occurs by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) 1 times the sum of (A) the Executive’s annual Base Salary then in effect (as determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that if Executive’s employment is terminated prior to the consummation of a Change of Control but under circumstances that would cause the Change of Control Date to precede the date that the Change of Control is consummated, such amount will be paid in equal installments in accordance with the Company’s regular payroll schedule over the Benefit Period (defined below), subject to all remaining installments being paid in a lump sum on the date on which the Change of Control is consummated; (iv) If Executive elects to continue Company medical benefits under COBRA, for a period of twelve months following the Date of Termination (the “Benefit Period”), the Company shall reimburse the Executive for the out-of-pocket cost of continuing medical benefits for such period on the same terms and conditions as such benefits are provided to active employees of the Company. The Company’s obligation under this Section 8(c)(iv5(c)(iv) shall terminate or be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are coverage is provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option option, restricted stock or other equity award agreement between the Company and the Executive, all options to acquire Company stock held by the Executive shares underlying Executive’s Time-Based Awards shall accelerate and become fully vested upon the Date of Termination (and all options restrictions thereon shall thereupon become fully exercisable)be lifted in accordance with the terms of the stock option or other award agreements evidencing such Time-Based Awards, and all such exercisable time-based stock options shall continue to be exercisable for the remainder of their stated terms;; and (vi) Any other additional benefits Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or Executive’s Confidentiality Agreement during the Benefits Period, and such breach is not cured within ten business days after receipt from the Company of notice thereof, then due or earned in accordance with applicable plans and programs the Company’s continuing obligations under this Section 5(c) shall cease as of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement date of the reasonable expenses incurred for such assistance within breach and the 12-month period following the Date of Termination. Such reimbursement amount Executive shall not exceed $40,000be entitled to no further payments or benefits hereunder.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years one year from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option agreement between the Company and the Executive, all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two and a half (22.5) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two and a half years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years one year from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If In the event of a Change of Control, if Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i) aboveThe Accrued Amounts; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus Target Bonus, multiplied by the fraction obtained by dividing the number of days Executive was employed during the calendar year in the year through which the Date of Termination occurs by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) 1.5 times the sum of (A) the Executive’s annual Base Salary then in effect effect, plus (B) 100% of Executive’s Target Bonus (in each case, determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that if Executive’s employment is terminated prior to the consummation of a Change of Control but under circumstances that would cause the Change of Control Date to precede the date that the Change of Control is consummated, such amount will be paid in equal installments in accordance with the Company’s regular payroll schedule over the Benefit Period (defined below), subject to all remaining installments being paid in a lump sum on the date on which the Change of Control is consummated; (iv) If Executive elects to continue Company medical benefits under COBRA, for a period of 12 months following the Date of Termination (the “Benefit Period”), the Company shall reimburse the Executive for the out-of-pocket cost of continuing medical benefits for such period on the same terms and conditions as such benefits are provided to active employees of the Company. If on the Date of Termination Executive is not covered by the Company’s health plan, in lieu of the reimbursement for COBRA premiums, during the Benefit Period, Executive shall receive the payments described in the last sentence of Section 4(d). Company’s obligation under this Section 8(c)(iv5(c)(iv) shall be reduced terminate to the extent that substantially similar coverages coverage (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option option, restricted stock or other equity award agreement between the Company and the Executive, (x) all shares underlying Executive’s time-based outstanding equity awards, including all options that are time-based awards (as opposed to performance-based) to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options restrictions thereon shall thereupon become fully exercisable)be lifted and (y) the Contingent Options, to the extent outstanding as of the date of such termination, shall accelerate, if at all, in accordance with the terms of the stock option award agreement evidencing such Contingent Options and, and all such exercisable time-based stock options and Contingent Options (if any) shall continue to be exercisable for the remainder of their stated terms;; and (vi) Any other additional benefits Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or Executive’s Confidentiality Agreement during the Severance Period, and such breach is not cured within five business days after receipt from the Company of notice thereof, then due or earned in accordance with applicable plans and programs the Company’s continuing obligations under this Section 5(c) shall cease as of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement date of the reasonable expenses incurred for such assistance within breach and the 12-month period following the Date of Termination. Such reimbursement amount Executive shall not exceed $40,000be entitled to no further payments or benefits hereunder.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus Amount multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) 1.5 times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual BonusBonus Amount; (iv) For two years eighteen months from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase medical and dental coverage for the Executive and his dependents (including through COBRA) that is substantially equivalent benefits to the medical and dental coverage referred that the Executive and his dependents were receiving immediately prior to in clause (A)the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under the Company’s plans; provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus Amount multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) 1.5 times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual BonusBonus Amount; (iv) For two years 18 months from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus Amount multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) 1.5 times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual BonusBonus Amount; (iv) For two years eighteen months from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase medical and dental coverage for the Executive and her dependents (including through COBRA) that is substantially equivalent benefits to the medical and dental coverage referred that the Executive and her dependents were receiving immediately prior to in clause (A)the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under the Company’s plans; provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If In the event of a Change of Control, if Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i) aboveThe Accrued Amounts; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus Target Bonus, multiplied by the fraction obtained by dividing the number of days Executive was employed during the calendar year in the year through which the Date of Termination occurs by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) 1.5 times the sum of (A) the Executive’s annual Base Salary then in effect (as determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that if Executive’s employment is terminated prior to the consummation of a Change of Control but under circumstances that would cause the Change of Control Date to precede the date that the Change of Control is consummated, such amount will be paid in equal installments in accordance with the Company’s regular payroll schedule over the Benefit Period (defined below), subject to all remaining installments being paid in a lump sum on the date on which the Change of Control is consummated; (iv) If Executive elects to continue Company medical benefits under COBRA, for a period of 12 months following the Date of Termination (the “Benefit Period”), the Company shall reimburse the Executive for the out-of-pocket cost of continuing medical benefits for such period on the same terms and conditions as such benefits are provided to active employees of the Company. The Company’s obligation under this Section 8(c)(iv5(c)(iv) shall terminate or be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are coverage is provided by a subsequent employer.; (v) Notwithstanding any provision to the contrary in any stock option option, restricted stock or other equity award agreement between the Company and the Executive, all options to acquire Company stock held by the Executive shares underlying Executive’s Time-Based Awards shall accelerate and become fully vested upon the Date of Termination (and all options restrictions thereon shall thereupon become fully exercisable)be lifted in accordance with the terms of the stock option or other award agreements evidencing such Time-Based Awards, and all such exercisable time-based stock options shall continue to be exercisable for the remainder of their stated terms;; and (vi) Any other additional benefits Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or Executive’s Confidentiality Agreement during the Benefits Period, and such breach is not cured within ten business days after receipt from the Company of notice thereof, then due or earned in accordance with applicable plans and programs the Company’s continuing obligations under this Section 5(c) shall cease as of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement date of the reasonable expenses incurred for such assistance within breach and the 12-month period following the Date of Termination. Such reimbursement amount Executive shall not exceed $40,000be entitled to no further payments or benefits hereunder.

Termination in Connection with a Change of Control. If (i) the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period or (ii) the Executive terminates his employment for any reason during the Window Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two three (23) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two three years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If (i) the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period or (ii) the Executive terminates his employment for any reason during the Window Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two three (23) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For two three years from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option agreement between the Company and the Executive, all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination in Connection with a Change of Control. If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company: (i) All amounts and benefits described in Section 8(a)(i7(a)(i) above; (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus Amount multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the product of two (2) times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual BonusBonus Amount; (iv) For two years 18 months from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A); provided, however, that the Company’s obligation under this Section 8(c)(iv7(c)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all shares of stock and all options to acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and all stock options shall continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.