Common use of Termination Without Cause or Resignation for Good Reason Before A Change of Control Clause in Contracts

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the Company terminates Executive's employment without Cause (as defined in Section 2.9) at any time before a Change of Control or Executive resigns for Good Reason (as defined in Section 2.9) at any time before a Change of Control, this Section 2.1 shall apply. (b) If Executive's employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and release, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company, or the termination thereof (the "Release"), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's Proprietary Information Agreement (as defined below): (i) Executive shall receive severance payments in an amount equal to .5 times Executive's annual Base Salary at the rate in effect at the time of Executive's termination. The severance amount shall be paid in accordance with the Company's normal payroll practices over the 6-month period following Executive's termination of employment (the "Severance Period"). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later). (ii) During the Severance Period, Executive shall continue to receive the medical coverage in effect at the date of Executive's termination (or generally comparable coverage) for Executive and, where applicable, Executive's spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's COBRA cost of continuing such coverage (less any required employee payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). After the Severance Period, the Executive shall be responsible for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), shall run concurrently with the Severance Period.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the Company terminates Executive's ’s employment without Cause (as defined in Section 2.92.8) at any time before a Change of Control or Executive resigns for Good Reason (as defined in Section 2.92.8) at any time before a Change of Control, this Section 2.1 shall apply. (b) If Executive's ’s employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and releaserelease within 45-days of the Executive’s termination of employment and does not revoke such release during any statutorily prescribed period, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's ’s employment by the Company, or the termination thereof (the "“Release"”), Executive shall be entitled to receive the following severance compensationcompensation set forth in this Section 2.1(b), as long as Executive complies with the terms of Executive's ’s Proprietary Information Agreement (as defined below):). The Company shall commence payment of such benefits, to the extent not subject to Section 409A of the Internal Revenue Code of 1986, as amended, within 10-days from the date the Release becomes irrevocable; provided, however, that if the end of the 45-day plus the revocation period occurs in a year subsequent to the year in which the termination of employment occurs, payments, to the extent subject to Section 409A, will be made in the subsequent year. Any payments delayed pursuant to this Section shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (i) Executive shall receive severance payments in an amount equal to .5 times Executive's ’s annual Base Salary at the rate in effect at the time of Executive's ’s termination. The severance amount shall be paid in accordance with the Company's ’s normal payroll practices over the 6-month period following Executive's ’s termination of employment (the "“Severance Period"). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later”). (ii) During the Severance Period, Executive shall continue to receive be reimbursed by the Company for the monthly cost of medical coverage in effect at the date of Executive's ’s termination (or generally comparable coverage) for Executive and, where applicable, Executive's ’s spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's COBRA cost of continuing such coverage dependents (less any required employee payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). After the Severance Period, the Executive shall be responsible for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), shall run concurrently with the Severance Period.” If the reimbursement of any COBRA or health insurance premiums would otherwise violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the reimbursements shall be treated as taxable payments or be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the The Company terminates Executive's employment may remove Executive at any time without Cause (as defined in Section 2.9) at any time before from the position in which Executive is employed hereunder upon not less than 30 days’ prior written notice to Executive. The Company shall have discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a Change termination of Control or Executive resigns employment by resigning under this Section 2.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 2.9) at any time before a Change of Control, this Section 2.1 shall apply). (b) If Executive's ’s employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and releaserelease upon such removal, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's ’s employment by the Company, or the termination thereof (the "“Release"”), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's Proprietary Information Agreement (as defined Sections 4, 5, 6 and 7 below):: (i) Executive shall receive severance payments in an amount equal to .5 the sum of: (x) being 2.00 times Executive's ’s annual Base Salary at the rate in effect at the time of Executive's ’s termination, and (y) being 2.00 times Executive’s target bonus established for the fiscal year in which the date of termination occurs. The severance amount shall be paid in accordance with the Company's normal payroll practices separate equal monthly payments over the 624-month period following Executive's ’s termination of employment (the "Severance Period"). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later)employment. (ii) During the Severance PeriodThe Company shall, Executive shall continue to receive the medical coverage in effect at for a period of 18 months following the date of Executive's ’s termination (or generally comparable coverage) of employment, pay Executive each month an amount equal to the monthly COBRA medical insurance cost under the Company’s medical plan for Executive Executive, and, where applicable, Executive's her spouse and eligible dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in less an amount equal to Executive's COBRA cost of continuing the required monthly employee payment for such coverage (less any required employee payments calculated as if Executive had continued to be an employee)employee of the Company throughout such period; provided that Executive, and, where applicable, her spouse and eligible dependents, are eligible for and timely elect to receive COBRA healthcare continuation coverage and provided further that the payments specified under this Section 2.1(b)(ii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage may not be continued (or where such continuation would adversely affect terminates for any reason before the tax status expiration of the plan pursuant to which 18-month period. (iii) Executive shall receive any benefits earned, accrued and due in accordance with the coverage is provided)terms of any applicable benefit plans and programs of the Company. After the Severance PeriodIn addition, the Executive shall be responsible entitled to the annual bonus earned based on actual performance, if any, payable for assuming all costs associated the fiscal year in which the termination occurs (prorated to reflect Executive’s actual period of service during such fiscal year) paid in accordance with continuing medical coverage pursuant Section 1.5 without regard to COBRAthe last sentence of Section 1.5. (iv) Except as otherwise required by Section 2.10, the benefits described in subsections (i) and (ii) above shall begin within 60 days after Executive’s termination date, subject to Executive’s execution and non-revocation of the Release; provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The COBRA health care continuation coverage Company shall provide the Release to Executive on or before the termination date, and Executive shall execute the Release during the time period permitted by applicable law. (v) Executive agrees that if Executive fails to comply with Section 4, 5, 6 or 7 below, all payments under this Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), 2.1 shall run concurrently with the Severance Periodimmediately cease.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the Company terminates Executive's ’s employment without Cause (as defined in Section 2.92.8) at any time before a Change of Control or Executive resigns for Good Reason (as defined in Section 2.92.8) at any time before a Change of Control, this Section 2.1 shall apply. (b) If Executive's ’s employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and release, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's ’s employment by the Company, or the termination thereof (the "“Release"”), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's ’s Proprietary Information Agreement (as defined below): (i) Executive shall receive severance payments in an amount equal to .5 .50 times Executive's ’s annual Base Salary at the rate in effect at the time of Executive's ’s termination. The severance amount shall be paid in accordance with the Company's ’s normal payroll practices over the 6-month period following Executive's ’s termination of employment (the "“Severance Period"”). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later). (ii) During the Severance Period, Executive shall continue to receive the medical coverage in effect at the date of Executive's ’s termination (or generally comparable coverage) for Executive and, where applicable, Executive's ’s spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's ’s COBRA cost of continuing such coverage (less any required employee payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). After the Severance Period, the Executive shall be responsible for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), shall run concurrently with the Severance Period.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the The Company terminates Executive's employment may remove Executive at any time without Cause (as defined in Section 2.9) at any time before from the position in which Executive is employed hereunder upon not less than 30 days' prior written notice to Executive. The Company shall have discretion to terminate Executive's employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a Change termination of Control or Executive resigns employment by resigning under this Section 2.1 for Good Reason (as defined in Section 2.9) at any time before a Change ), upon not less than 30 days' prior written notice of Control, this Section 2.1 shall applysuch resignation. (b) If Executive's employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and releaserelease upon such removal, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company, or the termination thereof (the "Release"), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's Proprietary Information Agreement (as defined Sections 4, 5, 6 and 7 below):: (i) Executive shall receive severance payments in an amount equal to .5 2.00 times Executive's annual Base Salary at the rate in effect at the time of Executive's termination, plus target bonus established for the fiscal year in which the date of termination occurs. The severance amount shall be paid in accordance with the Company's normal payroll practices equal monthly installments over the 624-month period following Executive's termination of employment (the "Severance Period"). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later)employment. (ii) During The Company shall pay the Severance Period, Executive shall continue to receive the monthly COBRA medical coverage in effect at the date of Executive's termination (or generally comparable coverage) for Executive and, where applicable, Executive's spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's COBRA insurance cost of continuing such coverage (less any required employee payments calculated as if Executive had continued to be an employee)) if Executive continues medical coverage under COBRA, for Executive, and, where such applicable, her spouse and dependents, during the 24-month period following Executive's termination date. The Executive may elect COBRA continuation coverage may not be continued (or where such continuation would adversely affect according to the tax status terms of the Company's applicable medical plan pursuant to which for the coverage is provided)period permitted under such plan. (iii) Executive shall receive any benefits accrued in accordance with the terms of any applicable benefit plans and programs of the Company. After the Severance PeriodIn addition, the Executive shall be responsible entitled to the annual bonus, if any, payable for assuming all costs associated with continuing medical coverage pursuant the fiscal year in which the termination occurs (prorated to COBRAreflect Executive's actual period of service during such fiscal year) without regard to the last sentence of Section 1.5. (iv) Except as otherwise required by Section 2.10, the benefits described in subsections (i) and (ii) above shall begin within 30 days after Executive's termination date (or at the end of the revocation period for the Release, if later). The COBRA health care continuation coverage Company shall provide the Release to Executive on or before the termination date, and Executive shall execute the Release during the time period permitted by applicable law. (v) Executive agrees that if Executive fails to comply with Section 4, 5, 6 or 7 below, all payments under this Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), 2.1 shall run concurrently with the Severance Periodimmediately cease.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the Company terminates Executive's ’s employment without Cause (as defined in Section 2.92.8) at any time before a Change of Control or Executive resigns for Good Reason (as defined in Section 2.92.8) at any time before a Change of Control, this Section 2.1 shall apply. (b) If Executive's ’s employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and release, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's ’s employment by the Company, or the termination thereof (the "“Release"”), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's ’s Proprietary Information Agreement (as defined below): (i) Executive shall receive severance payments in an amount equal to .5 times Executive's ’s annual Base Salary at the rate in effect at the time of Executive's ’s termination. The severance amount shall be paid in accordance with the Company's ’s normal payroll practices over the 6-month period following Executive's ’s termination of employment (the "“Severance Period"”). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later). (ii) During the Severance Period, Executive shall continue to receive the medical coverage in effect at the date of Executive's ’s termination (or generally comparable coverage) for Executive and, where applicable, Executive's ’s spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's ’s COBRA cost of continuing such coverage (less any required employee payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). After the Severance Period, the Executive shall be responsible for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), shall run concurrently with the Severance Period.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the The Company terminates Executive's employment may remove Executive at any time without Cause (as defined in Section 2.9) at any time before from the position in which Executive is employed hereunder upon not less than 30 days’ prior written notice to Executive. The Company shall have discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a Change termination of Control or Executive resigns employment by resigning under this Section 2.1 for Good Reason (as defined in Section 2.9) at any time before a Change ), upon not less than 30 days’ prior written notice of Control, this Section 2.1 shall applysuch resignation. (b) If Executive's ’s employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and releaserelease upon such removal, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's ’s employment by the Company, or the termination thereof (the "“Release"”), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's Proprietary Information Agreement (as defined Sections 4, 5, 6 and 7 below):: (i) Executive shall receive severance payments in an amount equal to .5 the sum of: (x) being 2.00 times Executive's ’s annual Base Salary at the rate in effect at the time of Executive's ’s termination, and (y) being Executive’s target bonus established for the fiscal year in which the date of termination occurs. The severance amount shall be paid in accordance with the Company's normal payroll practices separate equal monthly payments over the 624-month period following Executive's ’s termination of employment employment. (ii) The Company shall, for a period of 24 months following the "Severance Period")date of Executive’s termination of employment, pay Executive each month an amount equal to the monthly COBRA medical insurance cost under the Company’s medical plan for Executive, and, where applicable, her spouse and dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period. (iii) Executive shall receive any benefits accrued in accordance with the terms of any applicable benefit plans and programs of the Company. Payments In addition, Executive shall commence be entitled to the annual bonus, if any, payable for the fiscal year in which the termination occurs (prorated to reflect Executive’s actual period of service during such fiscal year) without regard to the last sentence of Section 1.5. (iv) Except as otherwise required by Section 2.10, the benefits described in subsections (i) and (ii) above shall begin within 30 days after the effective Executive’s termination date of the termination (or at the end of the revocation period for the Release, if later). The Company shall provide the Release to Executive on or before the termination date, and Executive shall execute the Release during the time period permitted by applicable law. (iiv) During the Severance Period, Executive shall continue to receive the medical coverage in effect at the date of Executive's termination (or generally comparable coverage) for Executive and, where applicable, Executive's spouse and dependents, as the same may be changed from time to time for employees generally, as agrees that if Executive had continued in employment during such periodfails to comply with Section 4, or5, as an alternative6 or 7 below, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's COBRA cost of continuing such coverage (less any required employee all payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). After the Severance Period, the Executive under this Section 2.1 shall be responsible for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), shall run concurrently with the Severance Periodimmediately cease.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the Company terminates Executive's employment without Cause (as defined in Section 2.9) at any time before a Change of Control or Executive resigns for Good Reason (as defined in Section 2.9) at any time before a Change of Control, this Section 2.1 shall apply. (b) If Executive's employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and release, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company, or the termination thereof (the "Release"), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's Proprietary Information Agreement (as defined below): (i) Executive shall receive severance payments in an amount equal to .5 .75 times Executive's annual Base Salary at the rate in effect at the time of Executive's termination. The severance amount shall be paid in accordance with the Company's normal payroll practices over the 69-month period following Executive's termination of employment (the "Severance Period"). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later). (ii) During the Severance Period, Executive shall continue to receive the medical coverage in effect at the date of Executive's termination (or generally comparable coverage) for Executive and, where applicable, Executive's spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's COBRA cost of continuing such coverage (less any required employee payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). After the Severance Period, the Executive shall be responsible for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), shall run concurrently with the Severance Period.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the Company terminates Executive's employment without Cause (as defined in Section 2.9) at any time before a Change of Control or Executive resigns for Good Reason (as defined in Section 2.9) at any time before a Change of Control, this Section 2.1 shall apply. (b) If Executive's employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and release, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company, or the termination thereof (the "Release"), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's Proprietary Information Agreement (as defined below): (i) Executive shall receive severance payments in an amount equal to .5 one times Executive's annual Base Salary at the rate in effect at the time of Executive's termination. The severance amount shall be paid in accordance with the Company's normal payroll practices over the 612-month period following Executive's termination of employment (the "Severance Period"). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later). (ii) During the Severance Period, Executive shall continue to receive the medical coverage in effect at the date of Executive's termination (or generally comparable coverage) for Executive and, where applicable, Executive's spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's COBRA cost of continuing such coverage (less any required employee payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). After the Severance Period, the Executive shall be responsible for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), shall run concurrently with the Severance Period.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) Subject to Section 2.2 below, if the The Company terminates Executive's employment may remove Executive at any time without Cause (as defined in Section 2.9) at any time before from the position in which Executive is employed hereunder upon not less than 30 days’ prior written notice to Executive. The Company shall have discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a Change termination of Control or Executive resigns employment by resigning under this Section 2.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 2.9) at any time before a Change of Control, this Section 2.1 shall apply). (b) If Executive's ’s employment terminates as described in subsection (a) above and Executive executes and does not revoke a written separation agreement and releaserelease upon such removal, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's ’s employment by the Company, or the termination thereof (the "“Release"”), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Executive's Proprietary Information Agreement (as defined Sections 4, 5, 6 and 7 below):: (i) Executive shall receive severance payments in an amount equal to .5 the sum of: (x) being 2.00 times Executive's ’s annual Base Salary at the rate in effect at the time of Executive's ’s termination, and (y) being 2.00 times Executive’s target bonus established for the fiscal year in which the date of termination occurs. The severance amount shall be paid in accordance with the Company's normal payroll practices separate equal monthly payments over the 624-month period following Executive's ’s termination of employment (the "Severance Period"). Payments shall commence within 30 days after the effective date of the termination (or the end of the revocation period for the Release, if later)employment. (ii) During the Severance PeriodThe Company shall, Executive shall continue to receive the medical coverage in effect at for a period of 24 months following the date of Executive's ’s termination (or generally comparable coverage) of employment, pay Executive each month an amount equal to the monthly COBRA medical insurance cost under the Company’s medical plan for Executive Executive, and, where applicable, Executive's her spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in less an amount equal to Executive's COBRA cost of continuing the required monthly employee payment for such coverage (less any required employee payments calculated as if Executive had continued to be an employee), where such coverage may not be continued (or where such continuation would adversely affect the tax status employee of the plan pursuant to which Company throughout such period. (iii) Executive shall receive any benefits earned, accrued and due in accordance with the coverage is provided)terms of any applicable benefit plans and programs of the Company. After the Severance PeriodIn addition, the Executive shall be responsible entitled to the annual bonus earned based on actual performance, if any, payable for assuming all costs associated the fiscal year in which the termination occurs (prorated to reflect Executive’s actual period of service during such fiscal year) paid in accordance with continuing medical coverage pursuant Section 1.5 without regard to COBRAthe last sentence of Section 1.5. (iv) Except as otherwise required by Section 2.10, the benefits described in subsections (i) and (ii) above shall begin within 60 days after Executive’s termination date, subject to Executive’s execution and non-revocation of the Release; provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The COBRA health care continuation coverage Company shall provide the Release to Executive on or before the termination date, and Executive shall execute the Release during the time period permitted by applicable law. (v) Executive agrees that if Executive fails to comply with Section 4, 5, 6 or 7 below, all payments under this Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), 2.1 shall run concurrently with the Severance Periodimmediately cease.