Common use of Termination of Employment by the Company Without Cause Clause in Contracts

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, or within one year after, a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employment; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan), programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination; (iii) one-third of the amount described in (3) above; and (iv) the amount described in (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination continuation of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s then current health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employmentfor two years; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Causecause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater six months of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (iii) one-third continuation of the amount described in (3) abovethen current health, dental, disability and life insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of TerminationTermination (provided that if the termination occurs before the Executive shall have been employed long enough to have been eligible to receive a bonus for three fiscal years, then the target bonus amount established by the Company’s board of trustees or the compensation committee thereof shall be deemed to be the bonus paid for such year or years for which Executive was not so employed), payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination continuation of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s then current health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employmentfor two years; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater six months of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of TerminationTermination (provided that if the termination occurs before the Executive shall have been employed long enough to have been eligible to receive a bonus for three fiscal years, then the target bonus amount established by the Company’s board of trustees or the compensation committee thereof shall be deemed to be the bonus paid for such year or years for which Executive was not so employed), payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (iii) one-third continuation of the amount described in (3) abovethen current health, dental, disability and life insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable immediately in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable immediately in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to timecontinuation of then current life, within two business days after the Executive’s termination of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s health, dental, dental and disability and life insurance benefits as in effect on the date of the Executive’s termination of employmentfor two years; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater six months of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable immediately in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time; (iii) one-third continuation of the amount described in (3) abovethen current life, dental and disability insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, or within one year after, a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 3.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination of employment, equal to 2.0 3.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employment; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan), programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination; (iii) one-third of the amount described in (3) above; and (iv) the amount described in (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 3.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination continuation of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s then current health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employmentfor three years; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Causecause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater one year of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (iii) one-third continuation of the amount described in (3) abovethen current health, dental, disability and life insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 3.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination continuation of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s then current health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employmentfor three years; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater one year of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (iii) one-third continuation of the amount described in (3) abovethen current health, dental, disability and life insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable immediately in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 3.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable immediately in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to timecontinuation of then current life, within two business days after the Executive’s termination of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s health, dental, dental and disability and life insurance benefits as in effect on the date of the Executive’s termination of employmentfor three years; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater one year of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable immediately in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time; (iii) one-third continuation of the amount described in (3) abovethen current life, dental and disability insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of TerminationTermination (provided that if the termination occurs before the Executive shall have been employed long enough to have been eligible to receive a bonus for three fiscal years, then the target bonus amount established by the Company’s board of trustees or the compensation committee thereof shall be deemed to be the bonus paid for such year or years for which Executive was not so employed), payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with payment of the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination premiums for continuation of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s then current health, dental, disability and life insurance benefits as in effect on the date for a period of the Executive’s termination of employmenteighteen (18) months; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater six months of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of TerminationTermination (provided that if the termination occurs before the Executive shall have been employed long enough to have been eligible to receive a bonus for three fiscal years, then the target bonus amount established by the Company’s board of trustees or the compensation committee thereof shall be deemed to be the bonus paid for such year or years for which Executive was not so employed), payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (iii) one-third payment of the amount described in (3) abovepremiums for continuation of then current health, dental, disability and life insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, with or within one year after, after a Change in Control, the Executive shall thereupon be entitled to the following: (1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (2) a cash amount equal to the product of 2.0 3.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination continuation of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s then current health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employmentfor two years; and (4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in same as (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater six months of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; (iii) one-third continuation of the amount described in (3) abovethen current health, dental, disability and life insurance benefits for one year; and (iv) the amount described in same as (4) above.

Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection withwithout Cause, other than due to death or within one year afterDisability, a Change in Control, the Term of Employment shall end as of the date of termination and the Executive shall thereupon be entitled to the following: (1i) base salary, Earned Bonus and accrued vacation time (if any) Base Salary earned but not paid prior to the Date date of Terminationtermination to be paid in accordance with the Company’s regular payroll practices; (ii) any annual bonus earned pursuant to Section 5, but unpaid, as of the date of termination for the immediately preceding fiscal year, payable when bonuses are paid by the Company to its senior-level executives in respect of such fiscal year (but not later than the 15th day of the third month after the end of such fiscal year); (iii) a pro-rata share of the annual bonus the Executive would have earned pursuant to Section 5 if he had remained employed through the end of the fiscal year in which his employment terminated, based on the Company’s actual performance against the goals set by the Compensation Committee for such fiscal year, payable when bonuses are paid by the Company to its senior level executives, but not later than the 15th day of the third month after the end of such fiscal year; (iv) one hundred fifty percent (150%) of the greater of (A) the Base Salary in effect on the date of termination or (B) the Base Salary in effect immediately prior to any reduction that would constitute Good Reason, payable in a lump sum within thirty (30) days of the date of termination in accordance with the Company’s regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employmentpayroll practice; (2v) a cash amount equal to the product of 2.0 times the sum of one hundred fifty percent (x150%) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of TerminationTarget Bonus, payable in a lump sum within thirty (30) days of the date of termination in accordance with the Company’s regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employmentpayroll practice; (3vi) a lump sum payable in accordance with to have the regular withholding practices as in effect from time to time, within two business days after Company pay each month the Executive’s termination of employment, equal to 2.0 times the annual premium or cost full premiums (including amounts paid by the Executiveemployer and employee portions) for the Executive’s health, dental, disability and life insurance any covered beneficiary’s coverage under COBRA health continuation benefits as in effect on over the eighteen (18) month period immediately following the date of termination, and which premiums will be treated as taxable income to the Executive’s Executive if the health plan is a self-funded plan within the meaning of Section 105(h) of the Code; (vii) the immediate vesting of all deferred stock awarded to the Executive under this Agreement; (viii) any amounts earned, accrued or owing to the Executive prior to the date of termination of employmentbut not yet paid under Sections 7, 8, 9 or 10 in accordance with the terms thereof; and (4ix) such other or additional benefits, if any, as are may be provided under applicable plans (including, but not limited to, the Company’s equity incentive plan)plans, programs and/or arrangements of the Company, in accordance with the terms of such plans, programs and/or arrangements. If In no event shall a termination of the Executive’s employment is so terminated by without Cause occur unless the Company without Cause, but there has not been any Change of Control, gives written notice to the Executive shall thereupon be entitled to: (i) the amount described in (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination; (iii) one-third of the amount described in (3) above; and (iv) the amount described in (4) aboveSection 26 below.