Common use of Termination Without Cause by Company/Severance Clause in Contracts

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in a lump sum 60 days following the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full, unilateral, general release of all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”). All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty sixty (3060) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination, and Accrued Benefitstogether with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, Executive will receive a “Severance Package” that the Company shall include (aX) a “Severance Payment” equivalent to twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in pay a lump sum 60 days on the forty-fifth (45th) day following such termination in an amount equal to his Base Salary for twenty-four (24) months from the termination date, plus one year’s base Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $350,000, and all unpaid, but earned Bonus amounts during the year in which the termination occurs through the most recently completed fiscal quarter prior to the termination date; (bY) payment by Company cause the immediate acceleration of the premiums required vesting of all outstanding earned-but-unvested Equity Awards; and (Z) in the event that Executive timely elects to continue Executive’s obtain continued group health care insurance coverage under COBRA following termination of employment under this Section 7.2, the Company will pay the premiums for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health such coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s terminationthat is eighteen (18) months following the Termination Date, or (ii) the remaining life first date on which Executive becomes eligible for other group health insurance coverage pursuant to Executive’s subsequent employment (such amounts, accelerated vesting and insurance coverage, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the equity grants; date of termination, shall be referred to herein as the “Severance Benefits”), provided that (A) Executive and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Companythe Company execute a mutual full general release, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full, unilateral, general release of releasing all claims, known or unknown, that Executive they may have against Company each other arising out of or any way related to this Agreement or Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th forty-fifth (45th) day following such termination, in the termination date form attached hereto as Exhibit B, as such form may be amended to comply with applicable law, and (zB) agrees as part the Severance Benefits shall be subject to Section 7.5 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with the release agreement Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)been satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguishedextinguished upon termination of employment. The provisions of this Section 7.2 shall not apply to termination of Executive’s employment by reason of death or Disability.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty sixty (3060) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination, and Accrued Benefitstogether with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, Executive will receive the Company shall (X) pay a “Severance Package” that shall include lump sum on the forty-fifth (a45th) a “Severance Payment” equivalent day following such termination in an amount equal to twelve his Base Salary for twenty-four (1224) months from the termination date plus one year’s target Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive’s Base Salary then in effect on , such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $450,000; and (Y) cause the immediate acceleration of the vesting of all outstanding earned-but-unvested Equity Awards (such amounts and accelerated vesting, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the date of termination, payable in a lump sum 60 days following shall be referred to herein as the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRASeverance Benefits”), provided that (A) Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a fullfull general release, unilateral, general release of releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to this Agreement or Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th forty-fifth (45th) day following such termination, in substantially the termination date form attached hereto as Exhibit A, or in another form that is acceptable to Company in its sole discretion, and (zB) agrees as part the Severance Benefits shall be subject to Section 7.6 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with the release agreement Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)been satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguishedextinguished upon termination of employment. The provisions of this Section 7.2 shall not apply to termination of Executive’s employment by reason of death or Disability.

Termination Without Cause by Company/Severance. Company may terminate ExecutiveEmployee’s employment under this Agreement during the Term without Cause at any time on thirty (30) days’ advance written notice to ExecutiveCause, if the Board approves the termination by a majority vote. In the event of such terminationtermination during the Term, Executive Employee will receive ExecutiveEmployee’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive Employee will receive a the following “Severance Package” that shall include ”: (ai) a “Severance Payment” equivalent to twelve the Base Salary Employee would have received for the remainder of the Term, had Employee remained employed (12) e.g., if six months remains in the Term, Employee shall receive a Severance Payment equivalent to six months of ExecutiveEmployee’s Base Salary then Salary)(the total length of time remaining on the Term from the date of Termination, the “Severance Period”), payable over time during the Severance Period in effect equal installments, with the first installment payment made on the first payday following the 30th day after Employee’s termination of employment; and (ii) to the extent Employee participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the date of termination, payable the Company shall pay to Employee in a lump sum 60 days following a fully taxable cash payment in an amount equal to the termination date; monthly premium cost to Employee of continued coverage for Employee (band for Employee’s spouse and dependents to the extent participating in such plans immediately prior to the Separation Date) payment by Company that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the premiums required to continue Executive’s group health care coverage for a period Internal Revenue Code of twelve (12) months following Executive’s termination1986, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act as amended (“COBRACode”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration Part 6 of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension Title 1 of the exercise period Employee Retirement Income Security Act of Executive1986, as amended, through the Severance Period, less applicable tax withholding, with such payment paid on the first Company payday following the 30th day after Employee’s stock options or stock appreciation rights grants until the earlier termination of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services employment. The Severance Package shall be paid provided by an outplacement vendor selected by Employee executes a full general release in a form acceptable to Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full, unilateral, general release of releasing all claims, known or unknown, that Executive Employee may have against Company arising out of or any way related to ExecutiveEmployee’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A)Company, and such release has become effective in accordance with its terms prior to the 60th 30th day following the termination date and date. Except for the Severance Package (z) agrees as part of the release agreement to not make any voluntary statementsif applicable), written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”). All all other Company obligations to Executive Employee under this Agreement will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate Executive’s Employee's employment under this Agreement without Cause at any time on thirty (30) days’ advance upon written notice to ExecutiveEmployee. In the event of such termination, Executive whether during or at the end of the Term, Employee will receive Executive’s Base Salary then in effect, the Standard Entitlements plus a prorated to portion (based on the date percentage of the year actually employed by the Company) of the bonus for the year of termination; provided that such bonus will be a minimum of 25% and maximum of 75% of the Base Salary. The remainder of the bonus, if any, will be paid based on the average percentage of bonus awards (as a ratio to target) for the Company’s other executive officers. The minimum 25% bonus will be paid to Employee at the same time as the Standard Entitlements and Accrued Benefitsany additional bonus shall be paid to Employee at the time bonus payments are made to Company’s other executive employees. In addition, Executive Employee will also receive a “"Severance Package” that shall include " consisting of (a) a “Severance Payment” equivalent lump sum cash payment equal to twelve (12) months of Executive’s Employee's Base Salary then in effect and bonus (as calculated above) on the date of termination, payable in a lump sum 60 days following the termination date; and (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life continued medical coverage at Company's expense pursuant to COBRA at existing levels as of the equity grants; date of termination, and Other Benefits to the extent the applicable plans provide continuation coverage to non-employees. Notwithstanding the foregoing sentence, in the event this Agreement is extended beyond the initial Term, the Severance Package payable to Employee will be increased to sixteen (d) twelve (1216) months of senior executive outplacement services provided by an outplacement vendor selected by Base Salary and bonus (as calculated above), and continuation of medical and Other Benefits at Company, provided, however, that no cash ’s expense for sixteen (16) months. Company shall provide Employee with at least thirty days notice if it determines not to extend this Agreement. The payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full, unilateral, general release of all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (is payable in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to lump sum on the 60th 45tth day following the Employee's termination date and (z) agrees as part is contingent upon Employee's satisfaction of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)Conditions described below. All other Company obligations to Executive Employee pursuant to this Agreement will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate Executive’s 's employment under this Agreement without Cause at any time on thirty sixty (3060) days’ ' advance written notice to Executive. In the event of such termination, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination, and Accrued Benefitstogether with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, Executive will receive the Company shall (X) pay a “Severance Package” that shall include lump sum on the forty-fifth (a45th) a “Severance Payment” equivalent day following such termination in an amount equal to twelve his Base Salary for twenty-four (1224) months from the termination date plus one year's base Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive’s Base Salary then in effect on , such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $300,000; and (Y) cause the immediate acceleration of the vesting of all outstanding earned-but-unvested Equity Awards (such amounts and accelerated vesting, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the date of termination, payable in a lump sum 60 days following shall be referred to herein as the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRASeverance Benefits”), provided that (A) Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a fullfull general release, unilateral, general release of releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to this Agreement or Executive’s 's employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th forty-fifth (45th) day following such termination, in substantially the termination date form attached hereto as Exhibit A, or in another form that is acceptable to Company in its sole discretion, and (zB) agrees as part the Severance Benefits shall be subject to Section 7.6 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive's service with the release agreement Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)been satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguishedextinguished upon termination of employment. The provisions of this Section 7.2 shall not apply to termination of Executive's employment by reason of death or Disability.

Termination Without Cause by Company/Severance. Company may ---------------------------------------------- terminate Executive’s 's employment under this Agreement without Cause at any time on thirty (30) days’ ' advance written notice to Executive. In the event of such termination, Executive will shall be entitled to receive Executive’s the Base Salary then in effect, prorated to the date of terminationtermination and, and Accrued Benefits. In additionif Executive is terminated in calendar year 2002, Executive will receive a “Severance Package” that shall include the guaranteed portion of his Target Bonus (a) a “Severance Payment” equivalent 22.5% of base salary), prorated to twelve (12) months of Executive’s Base Salary then in effect on the date of termination. Executive will in addition receive (a) continued payment consistent with the Company's normal payroll procedures of Executive's salary at his Base Salary rate less applicable withholding, payable in a lump sum 60 days for 12 months following the his termination date("Severance Period"); (b) continued payment by Company of a prorata share of Executive's Target Bonus, less applicable withholding, for the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this periodSeverance Period; (c) full acceleration of accelerated vesting of Executive’s then outstanding that number of shares of the unvested portion of any stock options option(s) held by the Executive that were granted by the Company equal to either (x) if such termination occurs during the first twelve months of this Agreement, that number of shares that would have vested if Executive had remained employed by the Company from the termination date through the end of the initial two year term of this Agreement and any restricted stock units or awards granted (y) if such termination occurs after the first anniversary of this Agreement, twelve months of vesting; with such accelerated vesting to be effective the day prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s his termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months payment for the employee portion for the continuation of senior executive outplacement services health benefits as provided by an outplacement vendor selected by Companyunder COBRA, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive for the Severance Package if Period, provided that Executive: (xi) complies with all surviving provisions of this Agreement as specified in subsection 12.8 12.7 below; (yii) complies with the provisions of the NonCompetition Agreement that Executive entered into concurrently with the Asset Purchase Agreement; and (iii) executes a fullfull general release, unilateral, general release of releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s 's employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)Company. All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, although Executive’s position is intended to be temporary in nature, in the event Executive is terminated without Cause, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve the greater of (12i) months one month of Base Salary or (ii) Executive’s Base Salary then in effect on through the date end of terminationthe Initial Term, payable in a lump sum 60 days following the termination date; (b) payment acceleration of Executive’s Options and RSUs, and (c) reimbursement by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)) for a period that is the greater of (i) one month or (ii) through the end of the Initial Term, provided that Executive elects to continue and remains eligible for these benefits under COBRA, timely makes the premium payments, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (xi) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (yii) executes a full, unilateral, full general release of in a form attached hereto as Appendix A, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A)Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (ziii) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)Company. All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in a lump sum 60 days following the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 13.8 below; (y) executes a full, unilateral, general release of all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached hereto as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”). All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve twenty-four (1224) months of Executive’s Base Salary then in effect on the date of termination, payable in a lump sum 60 days following the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve twenty-four (1224) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or equity compensation awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options option or stock appreciation rights right grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve eighteen (1218) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full, unilateral, general release of all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”). All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Executive’s employment with the Company shall be “at-will” at all times. The Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ without any advance written notice notice, for any reason or no reason at all, notwithstanding anything to Executivethe contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Standard Entitlements plus the following Severance Package” that shall include Pay: (a) a “Severance Payment” equivalent to twelve three (123) months of Executive’s Base Salary then in effect on the date of termination, payable in a lump sum 60 days following the form of salary continuation, and three (3) months of Executive’s health care benefits then in effect on the date of termination date; provided the cost to the Company of such health care benefits does not exceed the cost in effect on the date of termination and for such salary continuation and such health care benefits, provided such termination occurs after seven (7) months of continued employment with the Company and (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve an additional three (123) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s Base Salary then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting)effect on the date of termination, which will be governed by payable in the applicable documents governing such awards) form of salary continuation, and an extension of the exercise period additional three (3) months of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from health care benefits then in effect on the date of Executive’s terminationtermination provided the cost to the Company of such health care benefits does not exceed the cost in effect on the date of termination and for such salary continuation and such health care benefits, or (ii) the remaining life of the equity grants; and (d) provided such termination occurs after twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment continued employment with the Company (the “Severance Pay”). The Severance Pay will be made payable in accordance with Company’s regular payroll cycle. If Executive breaches any provision of Section 7, 8 or 9 during any period in which Executive receives Severance Pay, Executive shall immediately cease to Executive in lieu be entitled to receive such Severance Pay. Executive’s receipt of such services. Executive will only receive the Severance Package if ExecutivePay will be contingent upon: (x) complies Executive’s compliance with all surviving provisions of this Agreement as specified in subsection 12.8 subparagraph 14.7 below; and (y) executes Executive’s execution of a full, unilateral, full general release of in a form provided by the Company, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)Company. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty sixty (3060) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination, and Accrued Benefitstogether with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, Executive will receive the Company shall (X) pay a “Severance Package” that shall include lump sum on the forty-fifth (a45th) a “Severance Payment” equivalent day following such termination in an amount equal to twelve his Base Salary for twenty-four (1224) months from the termination date plus one year’s base Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive’s Base Salary then in effect on , such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $450,000; and (Y) cause the immediate acceleration of the vesting of all outstanding earned-but-unvested Equity Awards (such amounts and accelerated vesting, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the date of termination, payable in a lump sum 60 days following shall be referred to herein as the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRASeverance Benefits”), provided that (A) Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a fullfull general release, unilateral, general release of releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to this Agreement or Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th forty-fifth (45th) day following such termination, in substantially the termination date form attached hereto as Exhibit A, or in another form that is acceptable to Company in its sole discretion, and (zB) agrees as part the Severance Benefits shall be subject to Section 7.6 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with the release agreement Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)been satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguishedextinguished upon termination of employment. The provisions of this Section 7.2 shall not apply to termination of Executive’s employment by reason of death or Disability.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty sixty (3060) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination, and Accrued Benefitstogether with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, Executive will receive the Company shall (X) pay a “Severance Package” that shall include lump sum on the forty-fifth (a45th) a “Severance Payment” equivalent day following such termination in an amount equal to twelve his Base Salary for twenty-four (1224) months from the termination date plus one year’s base Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive’s Base Salary then in effect on , such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $295,000; and (Y) cause the immediate acceleration of the vesting of all outstanding earned-but-unvested Equity Awards (such amounts and accelerated vesting, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the date of termination, payable in a lump sum 60 days following shall be referred to herein as the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRASeverance Benefits”), provided that (A) Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a fullfull general release, unilateral, general release of releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to this Agreement or Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th forty-fifth (45th) day following such termination, in substantially the termination date form attached hereto as Exhibit A, or in another form that is acceptable to Company in its sole discretion, and (zB) agrees as part the Severance Benefits shall be subject to Section 7.6 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with the release agreement Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”)been satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguishedextinguished upon termination of employment. The provisions of this Section 7.2 shall not apply to termination of Executive’s employment by reason of death or Disability.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then or upon the occurrence of a “Change in effect, prorated to the date of termination, and Accrued Benefits. In additionControl” followed by a “Triggering Event,” as hereinafter defined, Executive will receive a the Standard Entitlements and the “Severance Package” that shall include (adescribed in subsection 7.2(a) a “Severance Payment” equivalent to twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in a lump sum 60 days following the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)below, provided that Executive elects agrees to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in comply with all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified conditions set forth in subsection 12.8 7.2(b) below; (y) executes a full, unilateral, general release of all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”). All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished. For purposes of this subsection 7.2, a “Triggering Event” shall mean: (i) Executive’s termination from employment by the Company without Cause; (ii) a material change in the nature of Executive’s role or job responsibilities so that Executive’s job duties and responsibilities after the Change of Control, when considered in their totality as a whole, are substantially diminished in nature from the job duties Executive performed immediately prior to the Change of Control; (iii) the relocation of Executive’s principal place of work to a location more than thirty (30) miles from the location Executive was assigned to immediately prior to the Change of Control and such relocation results in Executive’s one-way commute to work increasing by more than 30 miles based on Executive’s principal place of residence immediately before such relocation was announced; or (iv) the Company materially breaches this Agreement; provided, however, in the case of a Triggering Event described in clause (i), (ii), (iii) or (iv) hereof, such condition shall not exist unless Executive provides written notice to Company within ninety (90) days of its initial existence and Company does not cure such condition within thirty (30) days from the date it receives such notice from Executive. In addition, no Triggering Event will be deemed to have occurred unless Executive separates from service within twelve (12) months from the date such Triggering Event initially occurs.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty sixty (3060) days’ advance written notice to ExecutiveExecutive (the “Termination Date”). In the event of such termination, Executive will receive Executive’s in one lump sum payment, (a) the unpaid Base Salary then in effect, prorated to the effective date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in a lump sum 60 days following the termination date; (b) payment by Company (i) if the Termination Date is on or after the one year anniversary of the premiums required to continue Executive’s group health care coverage this Agreement or in connection with a Change of Control, his Base Salary for a period of twelve twenty-four (1224) months following Executivefrom the Termination Date plus one year’s terminationbase Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs ($550,000 for calendar year 2005), under assuming satisfaction of all performance based milestones at the applicable provisions 100% level by both Company and the Executive (the “Additional Amount”) or (ii) if the Termination Date is prior to the one year anniversary of this Agreement, an amount equal to the Consolidated Omnibus Budget Reconciliation Act product of (A) the Additional Amount times (B) 25% times (C) the number of annual quarters elapsed in full between the date of this Agreement and the Termination Date (such number not to exceed four (4)) ; and (c) any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof (the “COBRASeverance Payments”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (xy) complies with all surviving provisions of this Agreement as Agreement, including without limitation those provisions specified in subsection 12.8 Section 14.8, below; and (yz) executes a fullfull general release, unilateral, general release of releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (Company, in a substantially the form substantially similar to that attached hereto as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others in another form that is acceptable to make Company in its sole discretion (provided, however, that any such statements that defamealternative form shall not modify, disparage amend, waive, or in delete any way criticize the personal and/or business reputations, practices right or conduct benefit of Company ((x)-(z) are collectively referred to as “Severance Conditions”Executive hereunder). All other Company obligations to Executive will be automatically terminated and completely extinguishedextinguished upon termination of employment.

Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve six (126) months of Executive’s Base Salary then in effect on the date of terminationtermination (the “Severance Period”), payable in a lump sum 60 days following the termination datesum; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve six (126) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; and (c) full acceleration except in the case where Executive is terminated without Cause or Executive resigns for Good Reason (as defined below) within eighteen (18) months after a Change of Control (as defined in the Plan), (i) six (6) months of additional vesting of any of Executive’s then outstanding stock options and equity awards under the Plan, including any restricted stock units or awards granted prior unvested shares subject to 2011 (excluding in all cases any awards with performance based vesting), which will be governed repurchase by the applicable documents governing such awardsCompany following exercise by Executive, and (ii) and an extension of the exercise Executive will have a period of Executive’s stock options or stock appreciation rights grants until the earlier of one (i1) five (5) years from year after the date of Executive’s terminationsuch termination or resignation to exercise any vested portion of any stock option under the Plan, or (ii) but in no event shall such period be longer than the remaining life maximum term of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of any such servicesstock option. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full, unilateral, general release of all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to any benefit provided to the 60th day following Executive pursuant to the termination date Severance Package and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”). All other Company obligations to Executive will be automatically terminated and completely extinguished.