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. (a) In the event of termination of and only in the event that the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5. 5.1 Termination is terminated by the Company Other Than for Cause Employer pursuant to Section 3.2.1(b) or by the Executive for Good Reason If pursuant to Section 3.2.2(a) and a Change in Control has not occurred, then, in addition to any amounts due and owing to the Executive under Section 4, commencing with the first payroll date immediately following the effective date of such termination the Employer will pay to the Executive as severance pay and liquidated damages a monthly amount equal to 1/12th of the sum of (i) the Executive’s average Base Salary (as defined below) during the current and two prior fiscal years and (ii) the average bonus paid to the Executive by the Employer (not including the payment provided for under Section 4.1(a)(ii)) during the current and two prior fiscal years, in accordance with the Employer’s normal payroll practices for a period equal to the greater of (A) the remaining Term or (B) one year. (b) In the Company terminates event and only in the event that a Change in Control has occurred and within 12 months of such Change in Control the Executive’s employment other than for Cause is terminated by the Employer pursuant to Section 3.2.1(b) or by the Executive terminates the Executive’s employment for Good Reasonpursuant to Section 3.2.2(a), the Executive shall be entitled to: (a) receive to payment of any amounts due and owing to the following accrued obligations (Executive under Section 4 on the “Accrued Obligations”): effective date of such termination and a lump sum payment equal to 1.5 times the sum of (i) the Executive’s then average Base Salary (as defined below) during the current annual base salary through the Date of Termination to the extent not theretofore paid; and two prior fiscal years and (ii) any compensation previously deferred the average bonus paid to the Executive by the Executive Employer (together with accrued interest or earnings thereonnot including the payment provided for under Section 4.1(a)(ii)) during the current and two prior fiscal years, if any)and shall be paid such lump sum payment by the Employer within ten days of the effective date of termination of employment. In addition: (i) all of the Executive’s stock awards shall immediately vest; and (ii) all of the Executive’s unexercised stock options shall become immediately exercisable; and (iii) Employer shall continue the Executive’s medical coverage for a period of 18 months following the Executive’s termination at the same level as available to employees of the Employer. (c) In the event and only in the event that the Executive’s employment is terminated by the Employer or the Executive pursuant to Section 3.2.6, then the Employer will pay to the Executive any accrued vacation amounts due and owing under Section 4 on the effective date of termination and, commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay to the Executive as severance pay and liquidated damages: (i) a one-time payment of an amount equal to the greater of the Executive’s target or actual bonus for the year in which employment terminates, pro-rated for the months elapsed in the annual bonus period at the time employment terminates; and (ii) a monthly amount equal to 1/12th of the Executive’s then-current Base Salary (as defined below) in accordance with the Employer’s normal payroll practices for a period equal to the lesser of (A) the remaining Term or (B) the date on which the Executive begins to receive payments under any disability insurance or other program maintained by the Employer. The Employer will also continue all health, dental, vision and disability insurance, profit-sharing plans, retirement, and all other benefits that would be the Executive was receiving at the time the Executive’s employment is terminated pursuant to Section 3.2.6 or pay to the executive, in accordance with the Employer’s normal payroll practices, the value thereof for a period equal to the lesser of (i) the remaining Term or (ii) the date on which the Executive begins to receive payments under any disability insurance or other program maintained by the Employer. Additionally in such event, all of the Executive’s stock awards shall immediately vest and all of the Executive’s unexercised stock options shall become immediately exercisable. (d) Notwithstanding the foregoing, if the Executive is a specified employee within the meaning of Section 409A of the Code, no amount payable under the Company’s standard policySection 3.7(a), in each case to the extent not theretofore paid; (b) for nine or (9c) shall be paid before the date that is six months after the Date effective date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employertermination of employment, whichever occurs firstor, if earlier, the Company shall pay date of the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family membersdeath, 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”), except to the extent that this Agreement may permit payments within that period without causing any amount payable pursuant to this Agreement to be included in the Company would have paid such premiums had Executive’s gross income pursuant to Section 409A(a)(1)(A) of the Executive remained employed Code prior to the year in which the payments are received by the Company (such continued Executive. Any payment is hereinafter referred to as “COBRA Continuation”); and (cdeferred under this Section 3.7(d) an amount as severance pay equal to seventy five percent (75%) shall be paid on the Employer’s first normal payroll date after the six-month date or the date of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occursdeath, subject to payment as set forth in Sections 5.5 and 5.9 hereofapplicable.

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 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 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 (a) If the event of termination of the Executive’s Employee'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 (a), (b), (c) or the Executive terminates the Executive’s employment for Good Reason(d) of Section 7 hereof, the Executive Company shall be entitled to:pay the Employee: (i) any accrued and unpaid Base Salary as of the Termination Date and (ii) an amount equal to such reasonable and necessary business expenses incurred by the Employee in connection with the Employee's employment on behalf of the Company on or prior to the Termination Date but not previously paid to the Employee (the "Accrued Compensation"). (ab) receive payment If the Employee's employment with the Company terminates pursuant to Subsection (e) of the following accrued obligations (the “Accrued Obligations”):Section 7 hereof: (i) the Executive’s then current annual base salary through Company shall pay the Date of Termination to Employee the extent not theretofore paidAccrued Compensation; (ii) any compensation previously deferred by for a period of one year following the Executive (together Termination Date, but only for so long as the Employee is in compliance with accrued interest or earnings thereonSection 9 hereof, if any)the Company shall continue to pay the Employee the Base Salary and Bonus in accordance with the normal payroll practices of the Company; and (iii) the portion of any accrued vacation pay that would be payable options granted 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 Option Notices 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 any shares granted under the provisions of Restricted Stock Agreements that are scheduled to become vested and exercisable within one year following the federal Consolidated Omnibus Budget Reconciliation Act of 1985Termination Date, as amended (“COBRA”), to shall become vested and exercisable on 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”); andTermination Date. (c) an amount as severance pay equal If the Employee's employment with the Company terminates pursuant to seventy five percent Subsection (75%a) of Section 7 hereof, any options granted under the Executive’s then current annual base salary for Option Notices and any shares granted under the fiscal year in which Restricted Stock Agreements shall become vested and exercisable on the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereofDate.

Termination Payments. (a) In the event that Manager’s employment is terminated pursuant to Xxxxxxxxx 0 (x), (x), (x), (x), (x), (x) or (g) then all of termination Manager’s rights to the Base Salary and Benefits shall immediately terminate as of the Executivedate that Manager’s employment during is terminated, except that Manager (or, in the Termevent that Manager’s employment hereunder is terminated due to Manager’s death, Manager’s heirs, personal representative or estate) shall be entitled to any earned and unpaid portion of the Base Salary, less all deductions or offsets for amounts owed by Manager to the Company (including but not limited to any unearned salary advances or outstanding loans). (b) If Manager is terminated without Cause, except in the case of the Sale of the Company (see Paragraph 11 below), Manager shall be entitled to continue to receive Three (3) months base salary following the date that Manager’s employment is terminated. To earn this termination payment, Manager must complete 2 months employment (6 months total) for each month of pay. (d) If the Sale of the Company as defined in section 11 below occurs and Employee either (A) is terminated by the purchaser substantially simultaneously with the Sale of the Company or (B) voluntarily terminates his / her employment because the purchaser offers employment on terms that are not substantially the same or better as Employee’s current role and responsibilities. Employee shall be entitled to 6 months base salary (no other benefits are eligible under this provision). Such payments will be made in bi-weekly increments over the course of one (1) year. To earn this termination payment, Manager must complete 2 months employment (12 months total) for each month of pay. During this period, employee will remain bound by the non-compete provisions agreed to as part of employees “Employment Agreement”. Thereafter, the non-compete provisions of Employee’s Employment agreement will no longer apply. All other provisions will continue in accordance with their description as outlined in your Employment Agreement. In the event Employee violates the non-compete provision of this agreement, the Company reserves all of its rights as outlined in Employee’s Employment Agreement to recover payments made while employee remained bound by the Employment Agreement including attorney fees. (e) Except as otherwise provided in this Paragraph 6, all compensation and other 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 cease to accrue upon termination 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 hereofEmployment Period.

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 (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 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.

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 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.