Common use of Termination Without Cause or Resignation for Good Reason Clause in Contracts

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates Executive’s employment without Cause or Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates Executive’s employment without Cause or Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six twelve (612) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and; (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service; and (c) Immediate vesting in seventy percent (70%) of his then unvested Company equity awards (the “Option”), which Option would then become exercisable for six (6) months after such termination.

Termination Without Cause or Resignation for Good Reason. In Subject to the event that provisions set forth in this Agreement, in the Company or its successor terminates case of a termination of Executive’s employment without hereunder Without Cause in accordance with Section 1.5.4 above or Executive resigns a resignation for Good Reason and in accordance with Section 1.5.5 above, the Company shall pay Executive is not entitled the following severance package (“Severance Package”): (i) an amount equivalent to receive twelve (12) months of Executive’s then Base Salary, subject to the severance pay and benefits described tax withholding specified in Section 3 below1.4.1 above, payable as set forth herein (the “Severance Payment”); (ii) to the extent Executive will be entitled participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to receive Executive’s Termination Date, and provided that Executive timely elects COBRA continuation coverage, the following payment Company shall pay the full cost of Executive’s COBRA continuation coverage for Executive (and benefitsfor Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, for a period of up to twelve (12) months from the Termination Date, or when Executive becomes eligible for comparable coverage through a subsequent employer, provided that prior Executive agrees to notify the Company as soon as he accepts subsequent employment (the “COBRA Continuation”); and (iii) Base Salary earned but unpaid, vested benefits under any employee benefit plan, and any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Termination Date subject to the sixtieth tax withholding specified in Section 1.4.2 above (60th) day following collectively, the date “Accrued Benefits”). The Company’s obligation to provide Executive with the Severance Payment and COBRA Continuation, is contingent upon Executive’s execution of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general with such release having been revoked: becoming effective on or before thirty (a30) payment in a lump sum on the sixtieth (60th) day days following Executive’s termination Termination Date (“Severance Condition”). Payment of employment of an amount equal to six the Severance Payment and COBRA Continuation, if any, will commence on the first payday following the thirtieth (630th) months’ base salary at day after Executive’s final base salary rateTermination Date and continue over a twelve-month period in equal installments, subject to applicable withholding; and (b) commencing with payments made on the sixtieth (60th) day following Company’s regular paydays. Such release will not affect Executive’s termination of employment, payment of continuing obligations to the premiums Company under the Employment Covenants Agreement (including reimbursement as defined below). The Company’s obligation to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue pay and Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled right to receive the payment provided by Section 2(a), Executive will Severance Package set forth herein (other than Accrued Benefits) shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or the Employment Covenants Agreement after the Termination Date. Payment of the Accrued Benefits shall be entitled to receive the following additional payment and benefits: (a) payment made in full on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at first payroll date after Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense Termination Date in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Serviceany event.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates Executive’s employment without Cause or Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: : (ac) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (bd) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates If Executive’s employment is terminated by the Company without Cause (and not for death of Disability) or Executive resigns for Good Reason Reason, the Company shall pay Executive the Accrued Compensation and Executive is not entitled to receive shall provide the severance pay following additional payments and benefits described as severance (the “Severance”), subject to the requirements of Section 5(e): (i) The Company shall pay to Executive, an amount equal to nine months of his or her then current Base Salary (less applicable payroll deductions), paid in Section 3 below, Executive will be entitled to receive equal installments over such period following such termination in accordance with the following payment and benefits, Company’s regular payroll practices; provided that prior to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any such payment scheduled to occur during the first sixty (60) days following the termination of employment will not be paid until the first regularly scheduled payroll date following the sixtieth (60th) day following such termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto. (ii) For a period of nine months following the date of such termination (or until the date the Executive has signed a general release of known and unknown claims in a form satisfactory to the Companysecures reasonably comparable coverage with another employer, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rateif sooner), subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to if Executive of any such premiums paid by Executive during such sixty (60) day period) necessary elects to continue Executive’s and dependents group health insurance coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), then so long as Executive is paying COBRA until premiums during such period, the earlier Company shall pay Executive a monthly payment as a reimbursement equal to the amount that was paid by the Company for such coverage as of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible of termination and any increases in such premiums during such period that may be required to obtain other group health insurance maintain the same level of coverage. ThereafterExecutive shall be responsible for timely electing, Executive may elect to purchase continued group health insurance and filing any necessary paperwork for, such COBRA coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, and for payment of such premiums shall not commence unless and until Executive has incurred a Separation from Serviceall premiums. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change Any increase in the ownership number of a substantial portion covered dependents by Executive during the period that Executive receives Company-paid reimbursement of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive COBRA premiums will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Serviceexpense.

Termination Without Cause or Resignation for Good Reason. In If the event that the Company or its successor terminates Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason Reason, then the Company shall pay the Executive any earned but unpaid Base Salary and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following unused vacation accrued through the date of such termination termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive has signed a general furnishes to the Company an executed waiver and release of known and unknown claims in a form satisfactory to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date, and if the period for revocation has lapsed without Executive allows the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal Release to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense become effective in accordance with COBRA. Notwithstanding its terms, then the foregoing, payment of such premiums Executive shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on The Company shall pay the sixtieth (60th) day following the Section 409A Change in Control Event of Executive an amount equal to six (6i) months’ base salary at one times (1x) the sum of the Executive’s final base salary ratethen current Base Salary and (ii) the Executive’s Annual Performance Bonus in respect of the calendar year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (10) days following the Release Date and will be subject to required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first twelve (12) months of COBRA coverage; provided, however, that if the Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, the Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on the Executive’s behalf, the Company will pay the Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive to pay for COBRA premiums; and (bc) commencing with The Executive shall be eligible to become fully vested in 50% of the seventh Executive’s then unvested and outstanding equity awards, including the Executive’s then remaining unvested portion of the Time-Vesting Restricted Stock Award, the Performance-Vesting Restricted Stock Award (7th) month following if granted prior to the Executive’s termination of employment), payment the Annual Equity Grant and other equity grants awarded. If the Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason, in either case, on or before the eighteen (18) month anniversary of a Change of Control (but not before a Change of Control), then the Executive shall be eligible to become fully vested in 100% of the premiums necessary to continue Executive’s then unvested and dependents group health insurance coverage under COBRA until outstanding equity awards, including the earlier of (i) twelve (12) months following Executive’s termination datethen remaining unvested portion of the Time-Vesting Restricted Stock Award, or (iithe Performance-Vesting Restricted Stock Award, the Annual Equity Grants and other equity grants awarded. For avoidance of doubt, with respect to the RSL Grant, to the extent this Section 5.1(c) is inconsistent with the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafterterms and conditions of the RSL RSU Plan, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment terms and conditions of such premiums the RSL RSU Plan shall not commence unless and until Executive has incurred a Separation from Servicegovern.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates Executive’s employment may be terminated by the Company without Cause or Executive may resign with Good Reason and Executive will receive the Accrued Obligations. (1) Subject to the conditions in the Company’s Change of Control and Leadership Change Severance Plan, as filed as Exhibit 10.1 to the Company’s Form 10-Q for the fiscal quarter ending March 30, 2019 (the “COC/Severance Plan”), Executive may be entitled to the Change of Control Severance Benefits as set forth for the Chief Executive Officer in the COC/Severance Plan. Executive shall not be eligible for a Change in Leadership Severance Benefits under the COC/Severance Plan. (2) If Executive’s employment is terminated by the Company other than for Cause or Executive resigns for Good Reason and Executive Reason, in either case, either (a) before a Change of Control but not In Anticipation of a Change of Control as such term is not entitled to receive defined in the severance pay and benefits described in Section 3 belowCOC/Severance Plan or (b) after the second anniversary of a Change of Control, Executive will shall be entitled eligible for a severance payment on the Payment Date equal to the product of 2 times the sum of the Executive’s Base Salary and Target Bonus for the fiscal year in which the Executive’s employment terminates. In addition, if the Executive qualifies for severance under this Section 5(b)(iii)(2), the Executive shall receive from the following payment Company, beginning on the Payment Date, and in lieu of monthly Company-subsidized COBRA, life insurance plan premiums and/or any other welfare benefits, provided 18 monthly cash payments in monthly amounts equal to $2,750; provided, however that prior to the sixtieth (60th) such additional monthly cash payments shall be delayed 6 months and 1 day following from the date of such termination Executive has signed a general release of known (and unknown claims then paid in a form satisfactory one first installment equal to delayed amounts) to the Companyextent required to avoid the imposition of additional tax under Section 409A of the Internal Revenue Code of 1986, and as amended (“Section 409A”) . The Executive may, but is not obligated to, use such additional monthly cash payments toward the period for revocation has lapsed without the general release having been revoked:cost of COBRA and/or life insurance plan premiums. (a3) payment As a condition to receiving the payments and benefits set forth in a lump sum on the sixtieth (60thSection 5(b)(iii)(1) day following or 5(b)(iii)(2), Executive shall be required, within 60 days of Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rateincluding, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employmentwithout limitation, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment that occurs with the expiration of the Employment Term), to execute, deliver and not revoke (with any applicable revocation period having expired) a general release of claims (“Release”) in connection with which Executive is entitled to receive the payment a form provided by Section 2(a), Executive will be entitled the Company substantially similar to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change that set forth in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment Exhibit A of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from ServiceCOC/Severance Plan.

Termination Without Cause or Resignation for Good Reason. In the event that the (a) The Company or its successor terminates may terminate Executive’s employment hereunder at any time without Cause or (other than by reason of Disability) upon written notice to Executive. Executive resigns may terminate his employment hereunder for Good Reason upon written notice to the Company in accordance with the definition thereof. (b) If Executive’s employment is terminated pursuant to Section 5.1(a), the Company shall have no further obligation to make or provide to Executive, and Executive is not entitled shall have no further right to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to or obtain from the Company, and the period for revocation has lapsed without the general release having been revokedany payments or benefits except: (ai) payment in a lump sum on the sixtieth Company shall pay to Executive the Accrued Obligations; (60thii) day following Executive’s termination of employment of the Company shall pay to Executive an amount equal to six (6) months’ base salary at months of Executive’s final base salary rate, subject Base Salary (as in effect immediately prior to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(atermination), Executive will be entitled which amount shall increase to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following of Executive’s Base Salary (as in effect immediately prior to the date of termination date, or (ii) for any termination occurring after the date on which the Relocation is complete) on the date that Executive first becomes eligible provides the Company with a written statement certifying that Executive has completed the Relocation, which shall be payable, subject to obtain other group health insurance coverage. ThereafterSection 5.1(b) and Section 5.5, Executive may elect to purchase continued group health insurance coverage at her own expense in equal installments in accordance with COBRA. Notwithstanding the foregoingCompany’s then-customary payroll practices for executives (the “Severance Payments”); and Executive shall be entitled to exercise outstanding options or other equity-based awards granted by the Company to Executive in accordance with the terms of the applicable incentive plan and award agreements. (c) With the exception of the Accrued Obligations, the Company’s payment of the amounts set forth in Section 5.1(b) shall be contingent upon Executive executing the Release described in Section 7.12 below, which must be executed by Executive and become effective (and non-revocable) within sixty (60) days after the Termination Date. Subject to Section 5.5 hereof, the payments set forth in Section 5.1(b)(ii), if applicable, shall commence on the first regular payroll date of the Company that occurs after the date that is sixty (60) days after the Termination Date and the first installment of such premiums payments shall not commence unless include the cumulative amount of payments that would have been paid to Executive during the period of time between the Termination Date and until the commencement date had such payments commenced immediately following the Termination Date. With the exception of the Accrued Obligations, the Company shall have no obligation to provide any of the payments set forth in Section 5.1 in the event that Executive has incurred a Separation from Servicebreaches the provisions of Article 6 of this Agreement.

Termination Without Cause or Resignation for Good Reason. In 4.2.1 The Company may voluntarily terminate this Agreement, and Executive’s employment, without Cause by giving written notice to Executive. Any such notice shall specify the event that exact date of termination (the Company or its successor terminates “Termination Date”). If Executive’s employment under this Agreement is terminated by the Company without Cause (as defined herein), or if Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below(as defined herein), Executive will shall be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims severance payments in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to the higher of (A) his Base Salary at the rate currently being paid as of the Termination Date for an additional six (6) months’ base salary at Executive’s final base salary ratemonths of service as an employee, subject to applicable withholding; and or (bB) commencing on $122,500 (with such severance payments being paid over the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following such termination in accordance with the Company’s general payroll practices, as and when such amounts would have been paid had Executive’s termination dateemployment not been terminated). The Company also agrees to provide Executive with the same level of health coverage and benefits as in effect for Executive (and his eligible dependants) on the day immediately preceding the Termination Date; provided, however, that (1) Executive constitutes a qualified beneficiary, as defined in Section 4980(B)(g)(1) of the Code; and (2) Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time prescribed pursuant to COBRA. The Company will continue to provide such continuation coverage through the earlier of (A) the date six (6) months after the Termination Date, or (iiB) the date on upon which the Executive first becomes and Executive’s eligible to obtain other group dependents become covered under another health insurance coverageplan. ThereafterExecutive will thereafter be responsible for the payment of COBRA premiums (including, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRAwithout limitation, all administrative expenses) for the remaining COBRA period. Notwithstanding the foregoing, payment of such premiums Executive shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive exercise any options granted to Executive to purchase shares of the following additional payment Company’s stock that are unvested at the time of such termination. The severance payments provided for in this paragraph shall be in lieu of, and benefits: (a) payment on not in addition to, severance, if any, payable under any other plan or policy now in effect or adopted or modified from time to time by the sixtieth (60th) day following Company. Notwithstanding anything in this agreement to the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at contrary, Executive’s final base salary rate, subject right to applicable withholding; and (b) commencing with the seventh (7th) month following receive severance pay is conditioned upon Executive’s termination execution and delivery of employmenta release of claims agreement, releasing all claims Executive may have or claim to have against the Company and its respective agents and representatives, in a form acceptable to the Company, in its sole discretion (the “Release”). The Release must be executed and returned to the Company prior to any payment of the premiums necessary severance benefits under this Agreement, and in all cases prior to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which sixty (60) days after the Termination Date. Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Servicebe under any obligation to mitigate the Company’s obligation by securing other employment or otherwise.

Termination Without Cause or Resignation for Good Reason. In the event that the (a) The Company or its successor terminates the Employer may terminate the Executive’s employment hereunder at any time without Cause (other than by reason of Disability) upon written notice to the Executive. The Executive may terminate his employment hereunder for Good Reason upon written notice to the Company in accordance with the definition thereof stated in Section 8.17(d) of this Agreement. NAI-1537130185v7 (b) If the Executive’s employment is terminated without Cause or Executive resigns for Good Reason Reason, then, subject to Sections 5.3 and Executive is not entitled to receive 5.4 of this Agreement, the severance Employer shall pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior or provide to the sixtieth Executive: (60thi) day the Accrued Obligations; (ii) payment of a sum equal to eighteen (18) months of the Executive’s annual Base Salary as of the Termination Date (the “Severance Payments”), such sum to be paid out to the Executive in monthly installments over eighteen (18) consecutive months, commencing on the next regular pay date of the Employer following the date the Release (as defined in Section 5.3 of such termination Executive has signed a general release of known this Agreement) becomes effective and unknown claims in a form satisfactory is no longer subject to the Companyrevocation, and provided that, if the period for revocation has lapsed without during which the general release having been revoked: (a) payment Executive may execute and revoke the Release includes portions of more than one calendar year, any monthly installments that would otherwise occur in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholdingfirst calendar year shall be delayed until the second calendar year; and (biii) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to if Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents elects group health insurance plan continuation coverage under COBRA until the earlier of Consolidated Omnibus Budget Reconciliation Act (i) six (6) months following Executive’s termination date“COBRA”), the Company will pay, or (ii) reimburse the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafterfor, Executive may elect to purchase continued group health insurance the premium for such coverage at her own expense in accordance with COBRA. Notwithstanding , beginning the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control first day of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) calendar month following Executive’s termination Termination Date and ending on (A) the eighteen (18)-month anniversary of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination such date, or (iiB) the date on which the Executive first becomes ceases to be eligible to obtain other group health insurance coverage. Thereafterfor COBRA or (C) the date Executive, Executive may elect to purchase continued group health insurance his spouse and eligible dependents, if applicable, commence coverage at her own expense in accordance with COBRA. Notwithstanding under another employer’s medical, dental and vision plans, whichever is sooner (such reimbursement, the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service“COBRA Benefit”).

Termination Without Cause or Resignation for Good Reason. In If, prior to the event that end of the Employment Term, Executive's employment is terminated by the Company or its successor terminates Executive’s employment without Cause or by Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the CompanyReason, and the period for revocation has lapsed without the general release having been revoked: (a) payment in termination constitutes a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation “separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company service” within the meaning of Section 409A (a “of the Code, then, subject to Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a)9, Executive will be entitled receive: (i) a lump-sum payment equal to receive Executive's Base Salary at the following additional payment and benefits: (a) payment monthly rate in effect on the sixtieth Determination Date multiplied by twenty-four (60th24), (ii) day in the event the Termination Date follows a completed fiscal year for which Executive's annual bonus relating to such prior completed fiscal year has not been paid as of the Termination Date, a lump-sum payment equal to the actual bonus that would have been paid for such completed fiscal year, (iii) a lump-sum payment equal to Executive's Target Bonus at the annual rate in effect on the Determination Date, (iv) continuation of Executive's and Executive's eligible dependents' coverage under the Company's Benefit Plans for twelve (12) months, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law and assumes the cost, on an after-tax basis, for such continuation coverage), (v) a lump-sum payment equal to Executive's accrued and unpaid Base Salary and paid time off earned by the Executive through the Termination Date, and (vi) except as provided in Section 7(e), on or about January 31 of the year following the year in which the Termination Date occurs and continuing on or about each January 31 until the year following the last year of Executive's Benefit Plans' coverage pursuant to this Section 409A Change in Control Event 7(a), a payment from the Company to Executive (the “Benefit Plans Make-Up Payment”) such that after payment of all taxes incurred by Executive, Executive receives an amount equal to six the amount Executive paid during the immediately preceding calendar year for the Benefit Plans' coverage described in this Section. The Company shall provide the reimbursement provided in clause (6vi) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with no later than the seventh (7th) month following Executive’s termination of employment, payment last day of the premiums necessary to continue third year following the year in which Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date's Termination Date occurs. Except as provided in Section 7(e), or as earlier required by applicable law, the Company shall pay the lump sum payments prescribed by Section 7(a) on no later than the third (ii3rd) business day following the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from ServiceTermination Date.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates Executive’s employment without Cause or Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates If Executive’s employment terminates without Cause pursuant to Section 3.(a)(iv) or Executive resigns pursuant to Section 3.(a)(v) due to Executive’s resignation for Good Reason Reason, then, subject to Executive signing within the period of time set forth therein, and not revoking, a release of claims substantially in the form attached as Exhibit A to this Agreement (as amended to reflect any changes in applicable law) (the “Release”), and Executive’s continued compliance with Sections 6 and 7, Executive is not entitled shall receive, in addition to receive the severance pay payments and benefits described set forth in Section 3 below3.(c), Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revokedfollowing: (ai) payment an amount in cash, payable in a lump sum on the sixtieth (60th) day promptly and in all events within 30 days following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first the Release becomes eligible to obtain other group health insurance coverage. Thereaftereffective and irrevocable (or if the period in which such Release may become effective and irrevocable spans two calendar years, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership later calendar year), equal to 2.00 multiplied by the sum of a substantial portion of (A) Executive’s Base Salary plus (ii) Executive’s Target Annual Bonus for the assets of year during which the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits:occurs; (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) an amount in cash, payable by the Employer in a lump sum promptly and in all events within 30 days following the date on which the Release becomes effective and irrevocable (or if the period in which such Release could become effective and irrevocable spans two calendar years, in the later calendar year), equal to a pro-rated portion (based on the number of days Executive first becomes eligible was employed by the Employer during the year in which the Date of Termination occurs) of Executive’s Target Annual Bonus for the year during which the termination of employment occurs; provided, however, that the foregoing shall not prevent Executive from receiving any bonus previously earned for any performance period completed prior to obtain termination; (iii) subject to Executive’s timely election of continuation coverage under COBRA or other group health insurance coverage. Thereafterapplicable law, Executive may elect to purchase the Employer shall maintain continued group health insurance plan coverage at her own expense in accordance with COBRAfollowing the Date of Termination under any of the Company’s medical, dental and vision plans that covered Executive immediately before the Date of Termination, for Executive and his eligible dependents, for a period of up to 18 months following the Date of Termination. Notwithstanding During this period, Executive shall be responsible for paying any contributions toward the foregoing, payment cost of such premiums coverages at active employee rates and the Employer shall not commence unless (either directly or through reimbursement) subsidize the difference between such rates and until any applicable premiums, whether under COBRA or otherwise; provided, that if the continued coverage contemplated hereunder would be discriminatory and would result in the imposition of excise taxes or other liabilities on the Company for failure to comply with any requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), or other applicable law, the Employer will provide Executive has with a cash payment equal to the employer-portion of any COBRA premiums, inclusive of any taxes thereon, for the remainder of the 18-month period. Following such 18-month period, Executive shall be responsible for the full cost associated with any continued coverage, whether under COBRA, any insurance policy conversion rights or otherwise. The Employer’s obligation to provide subsidized continuation coverage under this Agreement shall immediately terminate if Executive becomes eligible for group medical coverage provided by another employer. Executive shall give prompt notice to the Employer if he becomes eligible for group medical coverage offered by another employer during the 18-month period referenced in this section. (iv) Executive shall be eligible to receive Company-provided outplacement services for up to 12 months following the Date of Termination. (v) The Employer, as determined in its sole discretion, shall reimburse Executive for any legal fees actually incurred by or on behalf of Executive in connection with the execution of the Release up to a Separation from Servicemaximum amount of $10,000.

Termination Without Cause or Resignation for Good Reason. In Subject to the terms and conditions of this Agreement, in the event that the Company or its successor terminates Executive’s employment without Cause or Executive resigns hereunder is terminated due to his resignation for Good Reason or the Executive’s employment hereunder is terminated by the Company other than (x) for death or Disability in accordance with Section 8(a), or (y) for Cause in accordance with Section 8(b), the Term shall expire and the Executive is not entitled to receive shall receive: (i) a Pro-Rata STIP; (ii) a Pro-Rata LTIP; (iii) an amount, payable in a cash lump sum by the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth sixty-fifth (60th65th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory Termination Date, equal to the Company, and sum of his annualized Base Salary in effect at the period for revocation has lapsed without time plus his Target STIP plus his Target LTIP bonuses applicable to the general release having been revoked:year in which the Termination Date occurs; (aiv) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; andAward Vesting; (bv) commencing on if the sixtieth Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (60th) day following Executive’s termination of employment“COBRA”), payment the Company shall provide the Executive with a reimbursement of the premiums (including reimbursement to Executive associated with the continuation of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s his medical, dental and dependents group health insurance coverage vision benefits under COBRA until for a period equal to the earlier earliest of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i1) twelve (12) months following Executive’s termination datethe Termination Date, or (ii2) the date on which the Executive first becomes eligible to obtain other group receive health insurance coverage. Thereafter, benefits under another employer-provided plan or (3) the date the Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with is no longer eligible for continuation benefits under COBRA. Notwithstanding the foregoingforgoing, payment if the Company’s making payments under this Section 8(c)(v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition of such premiums shall not commence unless penalties under the ACA and until Executive has incurred the related regulations and guidance promulgated thereunder, the Parties agree to reform this Section 8(c)(v) in a Separation from Servicemanner as is necessary to comply with the ACA; and (vi) the Accrued Awards.

Termination Without Cause or Resignation for Good Reason. In If, prior to the event that end of the Company or its successor terminates Employment Term, Executive’s employment is terminated by the Company without Cause or by Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the CompanyReason, and the period for revocation has lapsed without the general release having been revoked: (a) payment in termination constitutes a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation “separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company service” within the meaning of Section 409A (a “of the Code, then, subject to Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a)9, Executive will be entitled receive: (i) a lump-sum payment equal to receive Executive’s Base Salary at the following additional payment and benefits: (a) payment monthly rate in effect on the sixtieth Determination Date multiplied by twenty-four (60th24), (ii) day in the event the Termination Date follows a completed fiscal year for which Executive’s annual bonus relating to such prior completed fiscal year has not been paid as of the Termination Date, a lump-sum payment equal to the actual bonus that would have been paid for such completed fiscal year, (iii) a lump-sum payment equal to Executive’s Target Bonus at the annual rate in effect on the Determination Date, (iv) continuation of Executive’s and Executive’s eligible dependents’ coverage under the Company’s Benefit Plans for twelve (12) months, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law and assumes the cost, on an after-tax basis, for such continuation coverage), (v) a lump-sum payment equal to Executive’s accrued and unpaid Base Salary and paid time off earned by the Executive through the Termination Date, and (vi) except as provided in Section 7(e), on or about January 31 of the year following the year in which the Termination Date occurs and continuing on or about each January 31 until the year following the last year of Executive’s Benefit Plans’ coverage pursuant to this Section 409A Change in Control Event 7(a), a payment from the Company to Executive (the “Benefit Plans Make-Up Payment”) such that after payment of all taxes incurred by Executive, Executive receives an amount equal to six the amount Executive paid during the immediately preceding calendar year for the Benefit Plans’ coverage described in this Section. The Company shall provide the reimbursement provided in clause (6vi) months’ base salary at no later than the last day of the third year following the year in which Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination dateTermination Date occurs. Except as provided in Section 7(e), or as earlier required by applicable law, the Company shall pay the lump sum payments prescribed by Section 7(a) on no later than the third (ii3rd) business day following the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from ServiceTermination Date.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv), or Executive resigns pursuant to Section 3(a)(v) due to Executive’s resignation for Good Reason and Reason, then, subject to Executive is not entitled to receive signing on or before the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) 21st day following the date Date of such termination Executive has signed Termination, and not revoking during any subsequent revocation period contained therein, a general release of known and unknown claims substantially in a the form satisfactory attached as Exhibit A to this Agreement (the Company“Release”), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the period for revocation has lapsed without the general release having been revokedfollowing: (ai) an amount in cash equal to 1.0 times the sum of (A) Annual Base Salary (at the highest level in effect during the Term) plus (B) the average Annual Bonus over the prior three years or such shorter period as Executive has been employed by the Company (provided that, if Executive has not yet received an Annual Bonus or an Annual Bonus with respect to a full year of employment under the Company’s annual incentive program on the Date of Termination, such amount will be equal to the Target Bonus), payable in the form of salary continuation in regular installments over the 12-month period following the Date of Termination in accordance with the Company’s normal payroll practices; (ii) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending 12-months following the Date of Termination. Notwithstanding the foregoing, if the Company determines that it cannot provide the benefit required by this Section 4(b)(ii) without potentially violating applicable law (including Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a monthly payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an after-tax amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject the monthly COBRA premium that Executive would be required to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary pay to continue Executive’s and dependents Executive’s covered dependents’ group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment effect on the sixtieth (60th) day following Date of Termination, which amount shall be based on the Section 409A Change in Control Event premium for the first month of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholdingCOBRA coverage; and (biii) commencing with the seventh (7th) month following Executive’s termination of employment, payment any unvested equity or equity-based awards granted to Executive under any of the premiums necessary Company’s equity incentive award plans or programs that would have vested during the 12-month period following the Date of Termination shall become vested, provided that, unless a provision more favorable to continue Executive’s and dependents group health insurance coverage Executive is included in an applicable award agreement, any such awards that are subject to performance-based vesting conditions (“Performance Equity Awards”) shall only be payable subject to the attainment of the performance measures for the applicable performance period as provided under COBRA until the earlier terms of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Serviceapplicable award agreement.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates Executive’s 's employment without Cause or Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s 's termination of employment of an amount equal to six (6) months’ ' base salary at Executive’s 's final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s 's termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s 's and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s 's termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. (c) Immediate vesting in fifty percent (50%) of his then unvested Company equity awards. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “"Section 409A Change in Control Event”") occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: : (ad) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ ' base salary at Executive’s 's final base salary rate, subject to applicable withholding; and (be) commencing Commencing with the seventh (7th) month following Executive’s 's termination of employment, payment of the premiums necessary to continue Executive’s 's and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s 's termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates Executive’s employment without Cause or Executive resigns for Good Reason and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (ac) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (bd) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her his own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.

Termination Without Cause or Resignation for Good Reason. In the event that the Company or its successor terminates If Executive’s employment is terminated by the Company without Cause or by Executive resigns for Good Reason Reason, then, subject to Section 7 and Executive is not entitled to receive the severance pay and benefits described in Section 3 below8, Executive will be entitled to receive receive: (i) continued payment of Base Salary for the following payment and benefits, provided that prior to the sixtieth (60th) day period of 12 months following the date of the termination (the “Continuance Period”) (such termination Executive has signed a general that the amount paid in each month shall be the same but if the separation agreement and release of known and unknown claims in a form satisfactory to are not complete within the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such first sixty (60) day perioddays that the initial payment shall include any other payments that would have been made prior to the completion of the separation agreement and release of claims), (ii) necessary a lump-sum payment equal to continue Executive’s then current Target Bonus, paid at the time fiscal year bonuses are paid to other executives, but in no event later than two and dependents group health insurance coverage under COBRA until the earlier of one-half (i) six (62-1/2) months following the end of the performance year in which the Executive’s employment is terminated, (iii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive’s eligible dependents under the Company’s Benefit Plans for the Continuance Period, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), and (iv) immediate vesting of all unvested equity awards that would have vested had Executive otherwise remained an employee for the 12 month period commencing on his termination date. Notwithstanding clause (iv) of the preceding sentence, or (ii) if a termination described in the date on which Executive first becomes eligible preceding sentence occurs within the period beginning three months prior to obtain other group health insurance coverage. Thereaftera Change of Control and ending 12 months following a Change of Control, Executive may elect will receive immediate vesting with respect to purchase continued group health insurance coverage at her own expense all unvested equity awards that would have vested had Executive otherwise remained an employee for an additional 24 months instead of 12 months. Executive’s vested equity awards will remain exercisable in accordance with COBRAthe terms of the applicable Company equity compensation plan and the corresponding award agreements and thereafter will expire to the extent not exercised. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until If Executive has incurred a Separation from Service. In the event that is terminated prior to a Change in of Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which and Executive is entitled to receive the payment provided by severance under this Section 2(a6(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, unvested equity awards will remain outstanding for three months (subject to the maximum term stated in the applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Serviceaward agreement).”

Termination Without Cause or Resignation for Good Reason. In the event that Except as provided in Section 4.3 below, if the Company or its successor terminates the Executive’s employment without Cause or if the Executive resigns for Good Reason (as defined below), the Company shall pay the Executive (i) all Base Salary and Executive is not entitled to receive the severance pay accrued but unused vacation benefits and benefits described (ii) a pro-rated portion of any bonus amount he has earned, in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following each case through the date of such termination at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, upon the Executive has signed a general furnishing to the Company an executed waiver and release of known and unknown claims in (a form satisfactory to of which is attached hereto as Exhibit A), the Company, and the period for revocation has lapsed without the general release having been revoked: (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of shall receive: (i) continuation of his Base Salary then in effect, less standard deductions and withholdings, for a period of six (6) months following Executive’s the termination date; (ii) in the event the Executive timely elects continued group health coverage under COBRA, payment by the Company of the premiums associated with such continuation coverage for the Executive and his or her eligible dependents, or coverage under any self-funded plan, for a period of six (6) months following the termination date, or (ii) until Executive is enrolled in the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafterplan of another employer, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless whichever occurs first; and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control (iii) immediate accelerated vesting of the Company or a change Option with respect to that number of shares as if Executive had continued in the ownership of a substantial portion of the assets of employment with the Company within the meaning for a period of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at months following the termination date as of Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’s actual termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRAthe Option’s vesting schedule as set forth in the Notice of Grant of Stock Option form or Stock Option Agreement, as applicable. Notwithstanding Any applicable group health continuation coverage paid or provided for by the foregoing, payment of such premiums Company shall not commence unless and until include any amounts payable by the Executive has incurred a Separation from Serviceunder an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Executive.

Termination Without Cause or Resignation for Good Reason. In the event that If the Company or its successor terminates the Executive’s employment without Cause or the Executive resigns for Good Reason (as defined below), the Company shall pay the Executive any earned but unpaid Base Salary, any unpaid portion of the Annual Performance Bonus not paid from the year prior to termination and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed Payment Release, which is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that non-revocable prior to the sixtieth Release Date (60th) day following the date of such termination Executive has signed a general release of known and unknown claims in a form satisfactory to the Companyas defined below), and if the period for revocation has lapsed without Executive allows the general release having been revoked: Payment Release to become effective in accordance with its terms, then the Executive shall receive (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an aggregate amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) six (6) months following Executive’s termination date, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage. Thereafter, Executive may elect to purchase continued group health insurance coverage at her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service. In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”) occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits: (a) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and (b) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s and dependents group health insurance coverage under COBRA until the earlier of (i) twelve (12) months of the Executive’s then current Base Salary and (ii) Executive’s target Annual Performance Bonus (disregarding any reduction in Base Salary or target Annual Performance Bonus that constitutes Good Reason), payable in equal installments over the twelve (12) month period following the date of the Executive’s termination datein accordance with customary payroll practices, but no less frequently than monthly; and (b) monthly reimbursement of the COBRA premiums associated with continued group health and dental plan coverage in which the Executive was enrolled as of the date of the Executive’s employment termination, less active employee rates, until the earlier of: (i) twelve (12) months from the date of the termination of the Executive’s employment, or (ii) until the date on which Executive first becomes eligible to obtain other be covered under a subsequent employer’s group health insurance coverageplan. Thereafter, The Executive may elect agrees to purchase continued provide the Company with written notice of the Executive’s eligibility to be covered under a subsequent employer’s group health insurance coverage at her own expense plan no later than five (5) business days after the Executive becomes eligible for such coverage. The payments set forth in the preceding clause (a) and (b) shall commence within the next payroll cycle following, but no later than within fourteen (14) days following, the Release Date and will be subject to required withholding, provided that any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with COBRApayroll practices will be included in the first payment. Notwithstanding Except as provided in Section 3.3 or Section 5.3 below, upon the foregoingExecutive’s termination of employment pursuant to this Section 5.1, payment of such premiums the Company shall not commence unless and until Executive has incurred a Separation from Servicehave no further obligations to the Executive, except as may otherwise be required by law.