Common use of Termination Without Cause or Nonrenewal Clause in Contracts

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreement, payable, in each case, in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seq. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Payments, if any; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement Agreement, pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, expires or (ii) Executive is terminated during a term of this Agreement without Cause, the Executive shall receive: receive (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the individual premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement Agreement, pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, expires or (ii) Executive is terminated during a term of this Agreement without Cause, (the Company intends that the occurrence of either event described in clause (i) or clause (ii) of this sentence be considered an involuntary separation of Executive’s service), the Executive shall receive: receive (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the individual premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. The costs of such COBRA Coverage will be imputed as income to the Executive and reported on Form W-2 or other applicable tax information return. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence commence, subject to the provisions of Paragraph 20(b), on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. All remaining Term Payments and Severance Payments must in all cases be made no later than the last day of the second calendar year following the calendar year in which the Executive terminates employment. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, (the Company intends that the occurrence of either event described in clause (i) or clause (ii) of this sentence be considered an involuntary separation of Executive’s service), the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreement, payable, in each case, in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seq. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. The costs of such COBRA Coverage will be imputed as income to the Executive and reported on Form W-2 or other applicable tax information return. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Payments, if any; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence commence, subject to the provisions of Paragraph 20(b), on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. All remaining Term Payments and Severance Payments must in all cases be made no later than the last day of the second calendar year following the calendar year in which the Executive terminates employment. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, the Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreement, payable, in each case, in bi-monthly or bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance PaymentsBenefits”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seq. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. (b) The Company shall begin payment of the Severance Payments Benefits on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Payments, if any; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments Benefits would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments Benefits shall commence on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. (c) . No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall be offset or shall reduce any remaining Severance Payments Benefits or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the individual premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4Paragraph. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not to renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without CauseCause (the Company intends that the occurrence of either event described in clause (i) or clause (ii) of this sentence be considered an involuntary separation of Executive’s service), the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to twelve (x) three (312) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay to continue the coverage of Executive’s dependents who are eligible for COBRA Coverage as a result of Executive’s termination of employment (the “Qualified Beneficiaries”), the Corporation will pay the premium cost for individual COBRA Coverage for the Executive and for the Qualified Beneficiaries for the 18-month period during which Executive is receiving Remaining Term Payments and Severance Payments following the Executive’s termination of employment or such shorter period during which the Executive (or with respect to any of the Qualified Beneficiaries, such Qualified Beneficiary) continues to be eligible for COBRA Coverage. The costs of such COBRA Coverage will be imputed as income to the Executive and reported on Form W-2 or other applicable tax information return. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence commence, subject to the provisions of Paragraph 20(b), on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. All Remaining Term Payments and Severance Payments must in all cases be made no later than the last day of the second calendar year following the calendar year in which Executive terminates employment. (c) No accrued but unpaid bonuses The Executive will also be entitled to a lump sum bonus payment equal to the greater of the previous year’s actual bonus payment or commissions shall be due to the bonus plan target for the current year (based upon the Executive Compensation Plan approved by the Compensation Committee of the Board of Directors) payable in a lump sum cash payment within thirty (30) days following Executive’s termination of employment under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, (the Company intends that the occurrence of either event described in clause (i) or clause (ii) of this sentence be considered an involuntary separation of Executive’s service), the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the premium cost for individual COBRA Coverage for individual Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. The costs of such COBRA Coverage will be imputed as income to the Executive and reported on Form W-2 or other applicable tax information return. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence commence, subject to the provisions of Paragraph 20(b), on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. All remaining Term Payments and Severance Payments must in all cases be made no later than the last day of the second calendar year following the calendar year in which the Executive terminates employment. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without CauseCause (the Company intends that the occurrence of either event described in clause (i) or clause (ii) of this sentence be considered an involuntary separation of Executive’s service), the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to twelve (x) three (312) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay to continue the coverage of Executive’s dependents who are eligible for COBRA Coverage as a result of Executive’s termination of employment (the “Qualified Beneficiaries”), the Corporation will pay the premium cost for individual COBRA Coverage for the Executive and for the Qualified Beneficiaries for the 18-month period during which Executive is receiving Remaining Term Payments and Severance Payments following the Executive’s termination of employment or such shorter period during which the Executive (or with respect to any of the Qualified Beneficiaries, such Qualified Beneficiary) continues to be eligible for COBRA Coverage. The costs of such COBRA Coverage will be imputed as income to the Executive and reported on Form W-2 or other applicable tax information return. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence commence, subject to the provisions of Paragraph 20(b), on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. All Remaining Term Payments and Severance Payments must in all cases be made no later than the last day of the second calendar year following the calendar year in which Executive terminates employment. (c) No accrued but unpaid bonuses The Executive will also be entitled to a lump sum bonus payment equal to the greater of the previous year’s actual bonus payment or commissions shall be due to the bonus plan target for the current year (based upon the Executive Compensation Plan approved by the Compensation Committee of the Board of Directors) payable in a lump sum cash payment within thirty (30) days following Executive’s termination of employment under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the premium cost for individual COBRA Coverage for individual Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, (the Company intends that the occurrence of either event described in clause (i) or clause (ii) of this sentence be considered an involuntary separation of Executive’s service), the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreement, payable, in each case, in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seq. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. The costs of such COBRA Coverage will be imputed as income to the Executive and reported on Form W-2 or other applicable tax information return. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Payments, if any; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence commence, subject to the provisions of Paragraph 20(b), on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. All remaining Term Payments and Severance Payments must in all cases be made no later than the last day of the second calendar year following the calendar year in which the Executive terminates employment. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.

Termination Without Cause or Nonrenewal. (a) In the event (i) the Company gives Executive thirty (30) days written notice of its intention not renew a term of this Agreement pursuant to the provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of such notice, Executive is willing and able to execute a new agreement containing terms and conditions substantially similar to those in this Agreement and to continue to provide services to the Company substantially similar to the services provided at the time the term expires, or (ii) Executive is terminated during a term of this Agreement without Cause, the Executive shall receive: (A) the balance of base salary due under this Agreement for the balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of a general release of claims and covenant not to xxx in a form acceptable to the Company company (the “Release”), severance pay based on Executive’s monthly base salary at the time of termination in an amount equal to (x) three (3) months of such monthly base salary if Executive’s termination of employment with the Company occurs during the first year of his employment under this Agreement or (y) six (6) months of such monthly base salary if Executive’s termination of employment with the Company occurs after the first anniversary of Executive’s employment commencement date with the Company under this Agreementsalary, payable, in each case, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Severance Payments”). In addition, if Executive is eligible for Severance Payments and has executed a Release, and in connection with Executive’s termination of employment Executive is eligible for and timely elects to continue Executive’s coverage under the Company’s group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 et.seqxx.xxx. of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the individual premium cost for individual COBRA Coverage for Executive for the period during which Executive is receiving Remaining Term Payments and Severance Payments or such shorter period during which Executive continues to be eligible for COBRA Coverage. (b) The Company shall begin payment of the Severance Payments on the first regularly scheduled payroll date of the Company occurring after completion of the Remaining Term Paymentspayments, if any; , provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). Notwithstanding any provision in the preceding sentence to the contrary, if the Severance Payments would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance Payments shall commence on the first regularly scheduled payroll date of the Company following the later of (i) sixty (60) days following Executive’s date of termination or (ii) completion of the Remaining Term Payments; provided Executive has executed and delivered the Release to the Company prior to such date (and not revoked the Release during the applicable revocation period). The form of the Release will be provided to the Executive not later than five (5) days following Executive’s date of termination. (c) No accrued but unpaid bonuses or commissions shall be due to Executive under this Paragraph 4. No other severance payment or benefits shall be due Executive other than those provided for under this Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive becomes employed during the period in which the Executive is eligible to receive post-employment payments under this Paragraph 4, Executive shall notify the Company of such employment within ten (10) days following the employment commencement date and any amounts received by Executive in the form of compensation, salary, or other payments as a result of such employment shall reduce any remaining Severance Payments or other amounts or liability owed by the Company to the Executive under this Paragraph 4.