Common use of Termination Payments Clause in Contracts

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

Termination Payments. In the event of termination of the Executive’s employment during the TermEmployment Period, all compensation and benefits set forth in this Agreement shall terminate, terminate except as specifically provided in this Section 58. 5.1 8.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iiiiv) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and; (c) an amount as severance pay equal to seventy five percent one (75%1) times the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs; (d) an amount as severance pay equal to one (1) times the Executive’s then current annual base salary Annual Base Salary for the fiscal year in which the Date of Termination occurs, subject ; and (e) immediate vesting of all outstanding stock options previously granted to payment as set forth in Sections 5.5 and 5.9 hereofthe Executive by the Company.

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) have the Company pay for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy seventy-five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

Termination Payments. (a) Except as otherwise set forth herein, upon termination for any reason specified in 6.1 (i) through (v) above, the Company's obligations to Executive shall terminate, subject to prompt payment within 30 days of all monies due hereunder up to the date of termination including unpaid Base Salary and reimbursement of expenses as well as continuation of any applicable benefits prescribed under the applicable plans and payment of the proceeds of any applicable disability or other insurance policy relating to Executive. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination Agreement is terminated pursuant to the extent not theretofore paid; subsections 6.1 (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) above, the Company shall also pay the Executive, within such 30 day period, an amount equal to the Executive's Base Salary then in effect for a period of six months unless Executive has materially breached any accrued vacation provision of this Agreement. In the event this Agreement is terminated pursuant to subsection 6.1 (v) above, then the Company shall also pay that would be payable under the Company’s standard policyExecutive, within such 30 day period, a lump sum payment, in each case cash, equal to Executive's Base Salary then in effect for the extent not theretofore paid;period remaining in the Term unless Executive has materially breached any provision of this Agreement. (b) for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs firstIn addition, the Company shall pay pay, continue or maintain benefits vested in Executive on the Executive’s premiums for termination date through the end of the month in which the termination date occurs, but shall continue hospitalization, medical, and health insurance benefit continuation coverage for the Executive and his immediate family for a period of 1 month following the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions end of the federal Consolidated Omnibus Budget Reconciliation Act month that includes the termination date, at the Company's sole cost and expense (notwithstanding that such period would otherwise extend beyond the Term of 1985, as amended (“COBRA”this Agreement), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and. (c) In the event that the payments pursuant to this Section 6 above, when considered in conjunction with any other payments payable hereunder after the termination date (collectively, "Post-Termination Payments") constitute "an amount as severance pay equal to seventy five percent (75%) excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), then the Company shall pay to Executive’s then current annual base salary , in addition to the payments required by this Section 6 above, an additional amount (the "Additional Amount") which, after reduction for income taxes and excise taxes on the Additional Amount, is sufficient to provide for the fiscal payment of any excise tax imposed by Section 4999 of the Code, or applicable successor thereto ("Section 4999") that may be due by Executive on the Post-Termination Payments. With respect to any payment that is made to Executive under the terms of this Agreement in the year of his termination of employment and on which an excise tax under Section 4999 will be assessed, the payment determined under this Subsection shall be made to Executive not later than thirty (30) days following the termination date. With respect to any payment made under the terms of this Agreement in any other year and on which an excise tax under Section 4999 will be assessed, the payment under this Subsection shall be made to Executive not later than December 31st of the year in which the Date payment on which such excise tax will be assessed is made to Executive or, if earlier, the date on which such tax is required to be remitted to the Internal Revenue Service. (d) Notwithstanding anything contained herein or at law to the contrary, the amount payable to Executive pursuant to this Section 6.2 shall not be reduced or otherwise affected by any sums earned or that could be earned by Executive pursuant to any employment arrangement or other business activity in which the Executive may or could possibly participate after the termination date. The Company and Executive agree that amounts payable to Executive under this Section 6.2 are reasonable liquidated damages with respect to wrongful or early termination of Termination occursthis Agreement, subject and shall be absolutely and unconditionally payable to payment Executive as set forth in provided herein without proof of actual damages and without regard to Executive's efforts to mitigate damages. (e) Upon termination of this Agreement, the provisions of Sections 5.5 1.5, 3.5, 7, 8, 9, 10, 11, 12 and 5.9 hereof14.10 shall survive the termination of this Agreement for a period of five (5) years.

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the If: (a) Executive for Good Reason If during the Term the dies; (b) Executive suffers a Disability; (c) Company terminates the Executive’s employment other than for Cause Executive without Cause; or the (d) Executive terminates the Executive’s employment this Contract for Good Reason, then the following shall apply: a. During the remainder of the Term of this Contract, Company shall continue to pay Executive (or, in the event of Executive’s death, to Executive’s wife or his estate, whichever is applicable) his base salary under paragraph “4.a.” above on a periodic basis at the same rate as payable immediately prior to the date of termination; b. During the remainder of the Term of this Contract, Company shall continue to pay Executive (or, in the event of Executive’s death, to Executive’s wife or his estate, whichever is applicable) his Pre-Tax Bonus under paragraph “4.b.” However, in the event that the Term of this Contract ends on a date other than December 31, then, for the calendar year during which the Term of this Contract terminates, Company shall pay to Executive or his estate his “Proportionate Share” of such Pre-Tax Bonus. For this purpose, his “Proportionate Share” will be a fraction the numerator of which is the number of days in such calendar year ending with the end of the Term of this Contract and the denominator of which is the total number of days in such calendar year. The final payment of such Proportionate Share shall be entitled to:paid to Executive (or, in the event of death, to Executive’s spouse or his estate, whichever is applicable) no later than twenty (20) days after receipt of Company’s audit. Notwithstanding the foregoing, in the event payments are being made to Executive on account of a Change in Control based upon a hostile takeover of Company, the Pre-Tax Bonus under paragraph “4.b.” shall be determined based upon the highest pre-tax earnings of Company in the three calendar years immediately preceding the calendar year in which termination occurs; (a) receive payment c. During the remainder of the Term of this Contract, Company shall keep in full force and effect all of those fringe benefits referred to above in paragraph “5.b.” (“Medical Benefits”), “5.c.” (“Insurance”), and 5.d.” (“Dental Benefits”). With regard to Key-man insurance policies of any kind on the life of Executive under paragraph “6.” of this Contract, Executive may, at any time during the remainder of the Term of this Contract, elect (by written notice given to Company) to have Company transfer to Executive whatever ownership rights Company may have in any such policy or policies for a consideration of Ten Dollars ($10) plus any cash value that may exist under such policies. If, at the time of Executive’s cessation of his performance of his duties as provided under paragraph “3.” above (other than termination by Company for Cause), Company was providing an automobile to Executive under paragraph “5.e.” above, Company will, not later than by March 15 following accrued obligations the end of the calendar year in which Executive’s employment terminates, for a consideration of Ten Dollars (the “Accrued Obligations”): $10) cash paid to Company: (i) if Company owned the Executive’s then current annual base salary through automobile, Company shall transfer the Date title (free and clear of Termination any liens or other encumbrances) to the extent not theretofore paid; Executive along with any insurance coverage (if assignable), Executive understanding that such “bargain” transaction may generate taxable income; and (ii) if Company was leasing such automobile, Company shall assign to Executive all of its right, title, and interest in and to such lease (and, upon termination of such lease, purchase the leased auto pursuant to the lease agreement and convey ownership thereof free and clear of all security interests, liens, or other encumbrances to Executive or his beneficiary or estate); d. Sec. 416(i) of the Code defines “key employee” as meaning an employee who, at any time during the year, is: (i) an officer having an annual compensation previously deferred by greater than $130,000; (ii) a five percent owner of the Executive (together with accrued interest employer; or earnings thereon, if any); and (iii) any accrued vacation pay a one percent owner of the employer having an annual compensation from the employer of more than $150,000. Sec. 409A of the Code provides that would deferred compensation benefits payable as a result of termination of employment cannot be payable under the Company’s standard policy, in each case made to “key employees” of publicly-traded corporations or their subsidiaries prior to the extent not theretofore paid; date that is six (b) for nine (96) months after the Date employee’s separation from service. Accordingly, notwithstanding what is stated in subparagraphs “a.” through “c.” above, in the event any of Termination or such payments are to be made as a result of Executive’s termination of employment at a time when Executive is a “key employee” (as defined above) of Company, then the amount so owing shall accrue but shall not be physically paid until at least six (6) months following Executive’s separation from service, but only to the Executive qualifies for comparable medical extent required under Sec. 409A of the Code and dental insurance benefits from another employerauthoritative guidance thereunder. e. Notwithstanding what is stated in subparagraphs “a.” through “c.” above, whichever occurs firstin the event any of such payments are subject to Sec. 409A of the Code, the payment of such amounts will be modified in order to be exempt from Sec. 409A to the extent possible, otherwise to be in compliance with Sec. 409A, and that the parties understand and agree that the Contract will be amended as needed in order to specify the particular payment’s requirements and limitations as modified. For example, in the event that, at the time of Executive’s termination of employment, he is deemed to be a “key employee” (see subparagraph “d.” above), then the full amounts of deferred compensation which could not be paid during the first six months following the date of termination shall be paid in the seventh month following the date of termination. However, in the event of any such modification and/or amendment which has the effect of reducing the economic benefit receivable by Executive under this Contract, Company shall pay to Executive a reimbursement amount which will have the effect of offsetting (on an after-tax basis) the amount of such economic benefit lost. f. Upon failure to make any payment as above provided, which failure continues uncorrected for ten (10) days after receipt of written demand by Executive (or Executive’s premiums for health insurance benefit continuation for the legal representative), Executive and the (or Executive’s family memberslegal representative) may by notice in writing declare all future payments under this Contract to be immediately due and payable, if applicable, that and such amounts shall bear interest from the Company provides to date of receipt of such written declaration at the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have maximum legal rate then in effect until such amount is paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”)in full; and (c) an g. Executive shall not be required to mitigate the amount of any payment provided for in this paragraph “9” by seeking other employment or otherwise, nor shall the amount of any payment provided for in this paragraph be reduced by any compensation earned by Executive as severance pay equal to seventy five percent (75%) the result of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereofself-employment or employment by another employer.

Termination Payments. Executive (or Executive’s estate pursuant to Paragraph 6(a) will be entitled to receive the following payments upon termination of Executive’s employment hereunder: (a) In the event of the termination of Executive’s employment pursuant to any of the following provisions: (a) [Death] (b) [Disability] (d) [By the Company For Cause] (e) [Retirement] the Company will pay to Executive (or Executive’s estate, as the case may be) as soon as practicable following such termination all accrued and unpaid Base Salary as provided in Paragraph 4 for time worked through the date of termination and an amount (calculated at the rate of the Base Salary in effect on such date) in respect of all accrued but unutilized vacation time as of such date. (b) In the event of termination of the Executive’s employment during the Termpursuant to Paragraph 3(c) [Consolidation, all compensation Merger or Comparable Transaction] and benefits shall terminatecontingent upon a signed separation agreement containing a general release, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by will pay Executive the amounts described in Paragraph 6(a) and will continue to pay the Base Salary which otherwise would be due to Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: a period of six (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (96) months after the Date date of Termination or until such termination. Without limiting the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, remedies available to the Company shall pay the Executive’s premiums for health insurance benefit continuation for the breach by Executive and the Executive’s family members, of Paragraph 7 if applicable, that the Company provides to the Executive under violates the provisions of Paragraph 7 after the federal Consolidated Omnibus Budget Reconciliation Act termination of 1985, as amended (“COBRA”), Executive’s employment with the Company in a manner reasonably determined by the Board to be injurious to the extent that Company or any of its affiliates, then Executive will forfeit the Company would have paid right to any payments under this Paragraph 6 which are unpaid at the time such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination violation occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

Termination Payments. In the event of termination of the Executive’s 's employment during the TermEmployment Period, all compensation and benefits set forth in this Agreement shall terminate, except as specifically provided in this Section 57. 5.1 7.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term Employment Period the Company terminates the Executive’s 's employment other than for Cause Cause, or the Executive terminates the Executive’s [his] [her] employment for Good ReasonReason (following the initial ninety (90) days of the Employment Period in the case of Good Reason under Section 7.7(a)) then subject to compliance with section 7.1(d), the Executive shall be entitled to, in all cases, less any amounts required by applicable law to be withheld by the Company: (a) receive payment of the following accrued obligations (the “"Accrued Obligations”"): (i) the Executive’s then current annual base salary 's Annual Base Salary through the Date of Termination to the extent not theretofore paid;; and (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) and any accrued vacation pay that would be payable under the Company’s 's standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five percent the sum of one half (7550%) of the Executive’s then current annual base salary 's Annual Base Salary for the fiscal year in which the Date of Termination occursoccurs ; provided, subject however, that such payment shall be in full and final satisfaction of any claim of the Executive against the Company arising out of the officer's employment by the Company or the termination of such employment; and (c) immediate vesting and exercisability of all options to payment purchase securities of the Company or its successors held by the Executive. Such options shall be exercisable for the such period as set forth is specified by the governing Stock Option Plan and any agreement pursuant to which such options were granted. (d) As a condition precedent to the Company's obligations and the Executive's rights accruing under Section 7.1(b) and (c), after any termination of Executive's employment during the Employment Term, (i) Executive shall execute and deliver to the Company a comprehensive release of all claims the Executive has or may have against the Company (except under this Agreement) in Sections 5.5 a form provided by the Company or reasonably satisfactory to the Company, and 5.9 hereof(ii) such release shall become binding upon Executive and his heirs, executors, administrators, and assigns pursuant to its terms and applicable law.

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five one hundred percent (75100%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment and potential reduction as set forth in Sections 5.5 and 5.9 hereof.

Termination Payments. In the event of termination of the Executive’s employment during the TermEmployment Period, all compensation and benefits set forth in this Agreement shall terminate, terminate except as specifically provided in this Section 58. 5.1 8.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s her employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), she shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s her family members, if applicable, that which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and; (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to seventy five fifty percent (7550%) of the Executive’s then current annual base salary Annual Base Salary for the fiscal year in which the Date of Termination occurs, subject ; and (e) immediate vesting of all outstanding stock options previously granted to payment as set forth in Sections 5.5 and 5.9 hereofthe Executive by the Company.

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s her employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;; and (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s her family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment and potential reduction as set forth in Sections 5.5 and 5.9 hereof.

Termination Payments. In the event of termination of (a) If the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term with the Company terminates the Executive’s employment other than for Cause pursuant to Subsection (i), (ii), (iii), (iv) or the Executive terminates the Executive’s employment for Good Reason(vii) of Section 5(a) hereof, the Executive shall be entitled to: to receive: (ai) receive payment any accrued and unpaid Base Salary as of the following Termination Date; (ii) all accrued obligations and unpaid benefits under any benefit plans, policies, programs or arrangements, including, without limitation, accrued but unused vacation, in which the Executive participated as of the Termination Date in accordance with the applicable terms and conditions of such plans, policies, programs or arrangements; and (iii) an amount equal to such reasonable and necessary business expenses incurred by the Executive in connection with the Executive’s employment on behalf of the Company on or prior to the Termination Date but not previously paid to the Executive (the “Accrued ObligationsCompensation”):). (b) If the Executive’s employment with the Company terminates pursuant to Subsection (v) or (vi) of Section 5(a) hereof, the Executive shall be entitled to receive: (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paidAccrued Compensation; (ii) severance equal to two times the Executive’s Base Salary at the highest rate in effect at any compensation previously deferred by time during the Executive (together with accrued interest or earnings thereonEmployment Term, if any)to be paid in the form of continuation of the Executive’s Base Salary in 24 monthly installments following the Termination Date; and (iii) any accrued vacation pay that would be payable under the Company’s standard policy, in each case a number of monthly installments of cash equal to the extent not theretofore paid; (b) for nine (9) months after monthly cost of COBRA continuation coverage, payable at the end of each month following the Termination Date of Termination or until so long as the Executive qualifies for comparable has not become actually covered by the medical and dental insurance benefits from another employerplan of a subsequent employer during such month, whichever occurs firstup to a maximum of 18 monthly installments. Subject to Section 6(c), the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions first of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended installments contemplated by clauses (“COBRA”), to ii) and (iii) shall be paid on the extent that 30th day following the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereofDate.

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 (a) If an Involuntary Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment occurs other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”):Cause; (i) For the remaining term of this Agreement (Section 3) (the "Payment Period") the Company shall pay the Executive’s then current annual base salary through , in accordance with the Date of Termination Company's regular payroll schedule or if agreed to by the Executive and the Company in a single lump sum payment equal to the extent not theretofore paid;sum of the payments due or to a mutually negotiated amount (ii) any compensation previously deferred by During the Payment Period, the Company shall (A) to the extent permitted under the 401(k) Plan, permit the Executive to continue to participate in the 401(k) Plan and receive the maximum matching contribution thereunder as if such Involuntary Termination had not occurred or (together with accrued interest or earnings thereonB) if continued participation in the 401(k) Plan is not permitted under the 401(k) Plan, pay to the Executive an amount equal to the maximum matching contribution to which he would have been entitled under the Company's 401(k) Plan as if any)such Involuntary Termination had not occurred; and (iii) any accrued vacation pay Notwithstanding anything to the contrary in the Company's Employee Stock Option plan (Exhibit "A") under which Executive's stock options shall be granted, all of Executive's stock options granted shall continue to vest during the Payment Period at the times and in the amounts that would be payable under apply if such Involuntary Termination had not occurred, and Executive shall have the Company’s standard policy, in each case right to exercise any and all vested stock options at any time no later than 90 days after the extent not theretofore paid;expiration of the Payment Period. (b) for nine (9) months after the Date of Termination or until If the Executive qualifies for comparable medical and dental insurance benefits from another employerdies while any amounts are payable to him hereunder, whichever occurs firstall such amounts, the Company unless otherwise provided herein, shall pay be paid to the Executive’s premiums for health insurance benefit continuation for the Executive and 's designated beneficiary, or, if none, then to the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof's estate.

Termination Payments. In the event of termination of the Executive’s employment during the TermTerm (including the Employment Period), all compensation and benefits set forth in this Agreement shall terminate, terminate except as specifically provided in this Section 58. 5.1 8.1 Termination by the Company Outside of Employment Period Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary (or if the termination is governed by Section 8.2 below, the Annual Base Salary) through the Date of Termination to the extent not theretofore paid; (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) have the Company pay for nine twelve (912) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “ 8.1 COBRA Continuation”); and; (c) an amount eighteen (18) months of salary continuation as severance pay (subject to the limitations set forth in Section 8.6, below, and paid in accordance with such section) at a rate equal to seventy five percent one (75%1) of times the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs; (d) have all of Executive’s then outstanding options be deemed amended to extend the post-termination option exercise period during which the Executive can exercise such options to twelve (12) months; and (e) with respect to all awards issued under the Company’s equity incentive plans (including the Company’s 2007 Stock Plan (as amended) and 2011 Inducement Stock Plan) and outstanding immediately prior to the Date of Termination that provide for vesting, subject restriction lapse, meeting of performance goals or meeting of other vesting criteria to payment be met or achieved solely on the basis of the time over which the Executive remains a service provider to the Company, have such awards immediately vest, have their restrictions lapse, and have their performance goals or other vesting criteria achieved at target levels, and other terms and conditions met, as set forth of the Date of Termination as if the Executive had remained a service provider for an additional twelve (12) months following the Date of Termination (for example, and for the avoidance of doubt, if the Executive had an option to purchase 48,000 shares of Common Stock that vested at a 1/48th per month rate based on the Executive remaining a service provider as of such dates, and Executive was terminated in Sections 5.5 and 5.9 hereofa manner that would trigger Executive’s rights under this Section 8.1(e) immediately after the 20th month of vesting of such option, the vesting of such option would accelerate as of the Date of Termination so that as of the Date of Termination the option would be vested with respect to 32,000 shares (20 months of vesting as of the date of date of termination plus an additional 12 months of vesting acceleration pursuant to this Section 8.1(e)).

Termination Payments. In the event of termination of the Executive’s employment during the TermEmployment Period, all compensation and benefits set forth in this Agreement shall terminate, terminate except as specifically provided in this Section 58. 5.1 8.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s his employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and (iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s his family members, if applicable, that which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and; (c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment; (d) an amount as severance pay equal to seventy five percent one (75%1) of times the Executive’s then current annual base salary Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company. 8.2 Termination by the Company for Cause or by the Executive Other Than for Good Reason If during the Employment Period the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, subject this Agreement shall terminate without further obligation on the part of the Company to payment as set forth the Executive, other than the Company’s obligation to pay the Executive (a) the Annual Base Salary through the Date of Termination, (b) the amount of any compensation previously deferred by the Executive, and (c) any accrued vacation pay that would be payable under the Company’s standard policy, in Sections 5.5 and 5.9 hereofeach case to the extent theretofore unpaid.

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s his employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;; and (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months after the Date of Termination or until the Executive qualifies qualifieds for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s his family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

Termination Payments. In the event of termination of the (a) Except as otherwise provided herein, if Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this is terminated by thirty (30) days’ prior written notice pursuant to Section 1 hereof or Section 5, Executive’s Base Compensation and other benefits (it being understood that no Incentive Bonus shall be payable), if any, shall terminate at the end of the month during which such termination occurs. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the (b) Upon termination of Executive’s employment other than for without Cause or the Executive terminates the upon Executive’s termination of his employment for Good Reason, the Executive Employer shall be entitled to: obligated, in lieu of any other remedies available to Executive, to pay Executive (aA) receive payment of the following accrued obligations his then current Base Compensation for (the “Accrued Obligations”): (i1) the Executive’s then current annual base salary through one (1) year period following the Termination Date of (“Termination Payment”) plus (B) all accrued but unpaid amounts payable to the extent not theretofore paid; (ii) Executive under this Agreement and under any compensation previously deferred by the Executive (together with accrued interest bonus, incentive or earnings thereon, if any); and (iii) any accrued vacation pay that would be other plan. The Termination Payment is payable under this Section 6(b) in accordance with the Company’s standard policy, in each case to the extent not theretofore paid; (b) for nine (9) months after the Date payroll practices of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); andEmployer. (c) an amount In the event of a termination of Executive’s employment pursuant to Section 5(b) as severance a result of his death or disability, Employer shall pay equal to seventy five percent Executive, his estate or legal representative, as the case may be, all amounts accrued to the date of termination and payable to Executive hereunder and under any other bonus, incentive or other plan. (75%d) Any termination of the Term shall not adversely affect or alter Executive’s then current annual base salary for the fiscal year rights under any employee benefit plan of Employer in which Executive, at the Date date of termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (e) If Executive is a “specified employee” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, any payments required to be made pursuant to this Section 6 which are subject to Section 409A shall not commence until six months from the Termination Date, with the first payment equaling the first six months of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereofPayments.

Termination Payments. In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination by the Company Other Than for Cause or by the Executive for Good Reason If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to: (a) receive payment of the following accrued obligations (the “Accrued Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; (ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and (iii) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid; (b) have the Company pay for nine one (91) months year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and (c) an amount as severance pay equal to seventy five one hundred percent (75100%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment and potential reduction as set forth in Sections 5.5 and 5.9 hereof.