Common use of Termination Without Cause; Voluntary Termination for Good Reason Clause in Contracts

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in Control, then you shall be entitled to the benefits below: (i) the Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the Company will pay as severance pay to you, at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occurs; (iii) the Company shall pay to you, as incurred, to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (iv) for a 36-month period after such termination, the Company shall arrange to provide you with life, dental, and group health insurance benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Company.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in Control, then you shall be entitled to the benefits below: (i) the Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the Company will pay as severance pay to you, at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occurs; (iii) the Company shall pay to you, as incurred, to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (iv) for a 36an 18-month period after such termination, the Company shall arrange to provide you with life, dental, and group health insurance benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 3618-month period following your termination, and any such benefit actually received by you shall be reported to the Company.

Termination Without Cause; Voluntary Termination for Good Reason. If Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, if your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below: (i) the Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the Company will pay as severance pay to you, at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occurs; (iii) the Company shall pay to you, as incurred, to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (iv) for a 36-month period after such termination, the Company shall arrange to provide you with life, dental, and group health insurance benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, unless otherwise prohibited by Section 409A, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (ivb) if an equivalent benefit is actually received by you from another employer during the 36-six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. i. The Company shall pay to you your full base salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given, in accordance with the Company’s normal payroll procedures unless otherwise provided by law; ii. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will pay as severance pay to you, severance payments at your annual base salary in effect on the Date of Termination, less applicable withholding, (together with the payments provided in paragraph (iii)-(v) below, the “Severance Payments”) for a six month period following the Date of Termination. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, Severance Payments will be made in accordance with the Company’s normal payroll procedures; iii. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. In addition, subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will pay you any unpaid bonus from the prior fiscal year; iv. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company shall pay to you all reasonable legal fees and expenses incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement in compliance with and subject to Section 409A; and v. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, for up to a six (6) month period after such termination, the Company shall provide reimbursement to you for your actual COBRA payments for health benefits continuation provided you elect COBRA coverage.” Notwithstanding the foregoing, in compliance with Section 409A (to the extent applicable), and notwithstanding any other provision of the Company’s plans in effect from time to time: i. The amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; ii. The reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; iii. Reimbursement or right to an in-kind benefit shall not be subject to liquidation or exchange for another benefit; and iv. Each reimbursement payment or provision of in-kind benefit shall be one of a series of separate payments (and each shall be construed as a separate identified payment) for purposes of Section 409A. 9. The last two sentences of Section 3(c) of the Separation Agreement are hereby amended and restated in their entirety to read as follows: “The Gross-Up Payment will be made in a lump sum by the end of your taxable year next following your taxable year in which you remit the related taxes.” 10. Section 3 of the Separation Agreement is hereby amended to add the following Section 3(e):

Termination Without Cause; Voluntary Termination for Good Reason. If your (i) Subject to Section 2(d), in the event that Executive’s employment with the Company is terminated (1) by the Company (other than for Cause, Cause and other than upon Executive’s death or Disability or your death(2) or by you Executive for Good Reason within 24 months after a Change in Control(as defined herein) , then you shall be entitled to the benefits below: (i) the Company shall pay to you and provide Executive the following amounts and benefits: (A) your full an amount equal to Executive’s accrued but unpaid base salary and all other compensation benefits (including accrued unused vacations in accordance with Company policy) through the Date date of Termination such termination, and any unpaid bonus for the year prior to the year of termination; provided, however that any bonus payable pursuant to this Section 2 (c)(i)(A) shall be paid on the same date that bonuses are paid to the Company’s other senior executive officers, (B) continuation of health insurance coverage for Executive and Executive’s immediate family under the Company’s health insurance plans as in effect after the date of termination, at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts same coverage provided to which you are entitled under any compensation plan employees of the Company until the earlier of (1) eighteen (18) months following the date of such termination, and (2) the date Executive becomes eligible for health insurance coverage on account of employment or services provided to any other person or entity; provided, however, that as a condition of such benefits the Company may require Executive, at the time such payments are due and (B) if you so electCompany’s expense, in lieu of your right to elect to continue his health insurance coverage pursuant to receive deferred compensation the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and (C) as a severance payment, (1) the product of two times Executive’s then current annual base salary, payable over a period of twenty-four (24) months following the termination of Executive’s employment (the “Continuation Period”) in regular payroll installments, plus (2) a prorated bonus for the calendar year in which Executive’s employment is terminated, provided, however, that no bonus will be paid if the termination of Executive’s employment occurs before the payment of Executive’s bonus for the prior calendar year. Prorations of bonus under any deferred compensation plan this Agreement shall be made by multiplying the full year bonus earned by a fraction, the numerator of which is the number of days Executive was employed in the calendar year in question, and the denominator of which is 365. Any prorated bonus payable pursuant to this Section 2 (c)(i)(C) shall be paid only if Executive would have earned a bonus had he remained employed by the Company then in effectfor that entire calendar year, no later than and on the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal same date that bonuses are paid to the deferred amounts together with any earnings credited on such amounts under such plan;Company’s other senior executive officers. (ii) The Company shall have the Company will pay as severance pay right to you, at discontinue the time payment of the amounts and provision of the benefits specified in Subsection Sections 2(c)(i)(B) and (dC) belowin the event that, a severance payment during the Continuation Period, either: (i) Executive fails to comply in an amount equal to 2.99 times the sum any material respect with any provision of (A) the higher Sections 3 or 4 of (x) your annual base salary in effect on the Date of Termination this Agreement; or (yii) your annual base salary in effect immediately prior to the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you if requested by the Company for the two fiscal years ending immediately prior to do so, Executive fails to provide up to ten (10) hours per calendar month of consulting services (including any travel time) to the fiscal year Company as requested by the Company, at such times and places as shall be mutually agreeable to the Company and Executive, and subject to the Company reimbursing Executive for his reasonable expenses in which the Change providing such consulting services. Such termination of Control occurs;payments will not relieve Executive of his obligations under Sections 3 and 4. (iii) For the Company shall pay to you, as incurred, to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by purposes of this Agreement; and (iv) for a 36-month period after such termination, the Company following terms shall arrange to provide you with life, dental, and group health insurance benefits on terms substantially similar to those applicable immediately prior to have the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Company.meanings:

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or Termination, less applicable withholding (ytogether with the payments provided in paragraph (iii — v) your annual base salary below, the “Severance Payments”) until six (6) months following the Date of Termination. Severance Payments will be made in effect immediately prior to accordance with the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year. (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, if your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below: (i) the Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the Company will pay as severance pay to you, at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occurs; (iii) the Company shall pay to you, as incurred, to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (iv) for a 36-month period after such termination, the Company shall arrange to provide you with life, dental, and group health insurance benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, unless otherwise prohibited by Section 409A, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (ivb) if an equivalent benefit is actually received by you from another employer during the 36-six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. i. The Company shall pay to you your full base salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given, in accordance with the Company’s normal payroll procedures unless otherwise provided by law; ii. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will pay as severance pay to you, severance payments at your annual base salary in effect on the Date of Termination, less applicable withholding, (together with the payments provided in paragraph (iii)-(v) below, the “Severance Payments”) for a six month period following the Date of Termination. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, Severance Payments will be made in accordance with the Company’s normal payroll procedures; iii. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. In addition, subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will pay you any unpaid bonus from the prior fiscal year; iv. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company shall pay to you all reasonable legal fees and expenses incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement in compliance with and subject to Section 409A; and v. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, for up to a six (6) month period after such termination, the Company shall provide reimbursement to you for your actual COBRA payments for health benefits continuation provided you elect COBRA coverage.” Notwithstanding the foregoing, in compliance with Section 409A (to the extent applicable), and notwithstanding any other provision of the Company’s plans in effect from time to time: i. The amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; ii. The reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; iii. Reimbursement or right to an in-kind benefit shall not be subject to liquidation or exchange for another benefit; and iv. Each reimbursement payment or provision of in-kind benefit shall be one of a series of separate payments (and each shall be construed as a separate identified payment) for purposes of Section 409A. 7. The last two sentences of Section 3(c) of the Separation Agreement are hereby amended and restated in their entirety to read as follows: “The Gross-Up Payment will be made in a lump sum by the end of your taxable year next following your taxable year in which you remit the related taxes.” 8. Section 3 of the Separation Agreement is hereby amended to add the following Section 3(e):

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) at any time during your employment, or by you for Good Reason within 24 twelve (12) months after a Change in Control, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) - (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and less applicable withholding, (Btogether with the payments provided in paragraph (iii) 100% below, the “Severance Payments”) until six (6) months following the Date of Termination. Severance Payments will be made in accordance with the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year. (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If ---------------------------------------------------------------- your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 twenty-four (24) months after a Change in Control, then you shall be entitled to the benefits below: (i) the Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the Company will pay as severance pay to you, at the time specified in Subsection (de) below, a lump sum severance payment (together with the payments provided in paragraph (iii) below, the "Severance Payments") in an amount equal to 2.99 times the sum of (A) two (2) times the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and plus (B) 100% the higher of the average annual (x) your incentive bonus paid or payable to you by the Company at target payout for the two fiscal years ending immediately prior to year in which the fiscal Date of Termination occurs, or (y) your incentive bonus at target payout for the year in which the Change of in Control occursoccurred; (iii) the Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (iv) for a 36twenty-four (24) month period after such termination, the Company shall arrange to provide you with life, dental, accident and group health insurance benefits on terms substantially similar to those applicable which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 3624-month period following your termination, and any such benefit actually received by you shall be reported to the Company; and (v) all options and shares of restricted stock granted or issued to you under the Company's 1995 Stock Option Plan, 1995 California Stock Option Plan and 1995 Replacement Stock Option Plan or any other stock option incentive plan of the Company shall become exercisable or vested in full on the Date of Termination provided that if such Date of Termination occurs prior to the closing of any of the events referred to in Section 1(a)(v), then there shall be no such acceleration of exercisability or vesting.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 36 months after a Change in Control, then you shall be entitled to the benefits below: (i) the Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-lump sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the Company will pay as severance pay to you, at the time specified in Subsection (de) below, a lump sum severance payment (together with the payments provided in paragraph (iii) below, the "Severance Payments") in an amount equal to 2.99 times the sum of (A) three (3) times the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and plus (B) 100% one and one-half (1-1/2) times the higher of the average annual (x) your target incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to year in which the fiscal Date of Termination occurs, or (y) your target incentive bonus for the year in which the Change of in Control occursoccurred; (iii) the Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (iv) for a 36-month [24-]month period after such termination, the Company shall arrange to provide you with life, [disability,] dental, accident and group health insurance benefits on terms substantially similar to those applicable which you were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month [24-]month period following your termination, and any such benefit actually received by you shall be reported to the Company. (v) all options and shares of restricted stock granted or issued to you under the Company's 1993 Stock Incentive Plan or any other stock incentive plan of the Company shall become exercisable or vested in full on the Date of Termination.

Termination Without Cause; Voluntary Termination for Good Reason. If Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, if your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:. Notwithstanding the foregoing, unless otherwise prohibited by Section 409A, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the i. The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts ; ii. Subject to which you are entitled under any compensation plan of the Company at the time such payments are due Section 3(e) below and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal subject to the deferred amounts together with any earnings credited on such amounts under such plan; six (ii6) month delay for specified employees described in this Agreement, the Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, less applicable withholding, (together with the payments provided in paragraph (iii)-(v) below, the “Severance Payments”) for a six month period following the Date of Termination. Subject to Section 3(e) below and subject to the six (B6) 100% of month delay for specified employees described in this Agreement, Severance Payments will be made in accordance with the average annual incentive bonus paid or payable Company’s normal payroll procedures; iii. Subject to you by Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will provide a Bonus Payment equal to your target bonus for the two current fiscal years ending immediately prior year pro rated to your Date of Termination. In addition, subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will pay you any unpaid bonus from the prior fiscal year in which the Change of Control occursyear; iv. Subject to Section 3(e) below and subject to the six (iii6) month delay for specified employees described in this Agreement, the Company shall pay to you, as incurred, to the extent permitted by law, you all reasonable legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this AgreementAgreement in compliance with and subject to Section 409A; and v. Subject to Section 3(e) below and subject to the six (iv6) month delay for specified employees described in this Agreement, for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, and group for your actual COBRA payments for health insurance benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. continuation provided you elect COBRA coverage.” Notwithstanding the foregoing, in compliance with Section 409A (to the Company extent applicable), and notwithstanding any other provision of the Company’s plans in effect from time to time: i. The amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not provide affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; ii. The reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; iii. Reimbursement or right to an in-kind benefit otherwise receivable shall not be subject to liquidation or exchange for another benefit; and iv. Each reimbursement payment or provision of in-kind benefit shall be one of a series of separate payments (and each shall be construed as a separate identified payment) for purposes of Section 409A. 7. The last two sentences of Section 3(c) of the Separation Agreement are hereby amended and restated in their entirety to read as follows: “The Gross-Up Payment will be made in a lump sum by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period end of your taxable year next following your termination, and any such benefit actually received by taxable year in which you shall be reported remit the related taxes.” 8. Section 3 of the Separation Agreement is hereby amended to add the Company.following Section 3(e):

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and less applicable withholding, (Btogether with the payments provided in paragraph (iii) 100% below, the “Severance Payments”) until six (6) months following the Date of Termination. Severance Payments will be made in accordance with the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year. (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsection (ii - v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or Termination, less applicable withholding (ytogether with the payments provided in paragraphs (iii - v) your annual base salary below, the “Severance Payments”) until six (6) months following the Date of Termination. Severance Payments will be made in effect immediately prior to accordance with the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year; (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) – (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or Termination, less applicable withholding (ytogether with the payments provided in paragraph (iii-v) your annual base salary below, the “Severance Payments”) until six (6) months following the Date of Termination. Severance Payments will be made in effect immediately prior to accordance with the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year. (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination Termination, less applicable withholding (together with the payments provided in paragraph (iii-v) below, the “Severance Payments”) until the earlier of (A) twelve (12) months following the Date of Termination, or (y) your annual base salary in effect immediately prior to the Change in Control, and (B) 100% acceptance by you of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior a position with another entity that is reasonably comparable to the fiscal year position you held with the Company. Severance Payments will be made in which accordance with the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year. (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company (“Release”); provided that such Release is executed within twenty-one (21) days of the Company presenting it to you for execution (or such longer period as required under applicable law) and such Release has not been revoked within such twenty-one day period (or within any longer applicable revocation period as set forth in the Release). Notwithstanding the foregoing, the Company shall not provide any benefit and may reduce dollar for dollar any benefit otherwise receivable by you pursuant to subsections (ii) - (iv) of this paragraph (b) if such benefit (including without limitation salary payments from another employer) is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is givengiven or at the rate in effect at the time of a Change in Control if such rate is greater, no later than in accordance with the full fifth day following the Date of TerminationCompany’s normal payroll procedures unless otherwise provided by law, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan;due. (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary at the rate in effect on at the time the Notice of Termination is given or at the rate in effect at the time of a Change in Control if such rate is greater, less applicable withholding, (together with the payments provided in paragraph (iii) - (iv) below, the “Severance Payments”) until six (6) months following the Date of Termination or (y) your annual base salary Termination. Severance Payments will be made in effect immediately prior to accordance with the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occurs;Company’s normal payroll procedures. (iii) the Company shall pay to you, as incurred, For up to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and six (iv6) for a 36-month period after such termination, the Company shall arrange provide reimbursement to you for your actual COBRA payments for health and welfare benefit continuation provided you elect COBRA coverage. (iv) The Company will provide you with life, dental, and group health insurance benefits on terms substantially similar a bonus payment equal to those applicable immediately prior your target bonus for the current fiscal year pro rated to the Notice your Date of Termination. Notwithstanding This bonus payment will be made in a lump sum within the foregoinglater of (i) five (5) full days following the execution of the Release and (ii) any applicable revocation period will respect to the Release. In addition, the Company shall not provide will pay you any benefit otherwise receivable earned but unpaid bonus from the prior fiscal year by you pursuant to this paragraph the later of (ivi) if an equivalent benefit is actually received by you from another employer during five (5) full days following the 36-month execution of the Release and (ii) any applicable revocation period following your termination, and any such benefit actually received by you shall be reported with respect to the CompanyRelease.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) at any time during your employment, or by you for Good Reason within 24 twelve (12) months after a Change in Control, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and less applicable withholding, (Btogether with the payments provided in paragraph (iii) 100% below, the “Severance Payments”) until six (6) months following the Date of Termination. Severance Payments will be made in accordance with the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year. (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to subsections (ii) — (v) of this paragraph (b) if an equivalent benefit is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the of Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or Termination, less applicable withholding (ytogether with the payments provided in paragraph (iii) your annual base salary below, the “Severance Payments”) until six (6) months following the Date of Termination. Severance Payments will be made in effect immediately prior to accordance with the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occursCompany’s normal payroll procedures; (iii) The Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. This Bonus Payment will be made in a lump sum following the Date of Termination. In addition, the Company will pay you any unpaid bonus from the prior fiscal year. (iv) The Company shall pay to you, as incurred, to the extent permitted by law, you all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (ivv) for up to a 36-six (6) month period after such termination, the Company shall arrange provide reimbursement to provide you with life, dental, for COBRA payments for health and group health insurance welfare benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by continuation provided you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Companyelect COBRA coverage.

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in ControlReason, then you shall be entitled to the benefits below:below upon effectiveness (taking into account any applicable statutory revocation periods) of a general waiver and release from you in favor of the Company, its directors, officers, employees, representatives, agents and affiliates in a form satisfactory to the Company (“Release”); provided that such Release is executed within twenty-one (21) days of the Company presenting it to you for execution (or such longer period as required under applicable law) and such Release has not been revoked within such twenty-one day period (or within any longer applicable revocation period as set forth in the Release). Notwithstanding the foregoing, the Company shall not provide any benefit and may reduce dollar for dollar any benefit otherwise receivable by you pursuant to subsections (ii) - (iv) of this paragraph (b) if such benefit (including without limitation salary payments from another employer) is actually received by you from another employer during the six (6) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (i) the The Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is givengiven or at the rate in effect at the time of a Change in Control if such rate is greater, no later than in accordance with the full fifth day following the Date of TerminationCompany’s normal payroll procedures unless otherwise provided by law, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan;due. (ii) the The Company will pay as severance pay to you, severance payments at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary at the rate in effect on at the time the Notice of Termination is given or at the rate in effect at the time of a Change in Control if such rate is greater, less applicable withholding, (together with the payments provided in paragraph (iii)-(iv) below, the “Severance Payments”) until six (6) months following the Date of Termination or (y) your annual base salary Termination. Severance Payments will be made in effect immediately prior to accordance with the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occurs;Company’s normal payroll procedures. (iii) the Company shall pay to you, as incurred, For up to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and six (iv6) for a 36-month period after such termination, the Company shall arrange provide reimbursement to you for your actual COBRA payments for health and welfare benefits continuation provided you elect COBRA coverage. (iv) The Company will provide you with life, dental, and group health insurance benefits on terms substantially similar a bonus payment equal to those applicable immediately prior your target bonus for the current fiscal year pro rated to the Notice your Date of Termination. Notwithstanding This bonus payment will be made in a lump sum within the foregoinglater of (i) five (5) full days following the execution of the Release and (ii) any applicable revocation period with respect to the Release. In addition, the Company shall not provide will pay you any benefit otherwise receivable earned but unpaid bonus from the prior fiscal year by you pursuant to this paragraph the later of (ivi) if an equivalent benefit is actually received by you from another employer during five (5) full days following the 36-month execution of the Release and (ii) any applicable revocation period following your termination, and any such benefit actually received by you shall be reported with respect to the CompanyRelease.