Common use of Without Cause, Death or Disability Clause in Contracts

Without Cause, Death or Disability. Employer may terminate Executive’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal of the Term for any year so long as Executive was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below), Employer will pay severance compensation (“Severance Pay”) to Executive equal to Executive’s Base Salary at the rate in effect on the termination date for a period of eighteen (18) months. If Executive’s employment is terminated by Employer as a result of Executive’s disability, or if termination occurs as a result of Executive’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then Executive’s Severance Pay shall also be equal to Executive’s Base Salary then in effect for a period of eighteen (18) months. No Severance Pay will be paid, however, until Executive has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination of Executive’s employment. (a) Upon termination of Executive’s employment on account of death, Severance Pay will be payable in a lump sum sixty (60) days after the termination of Executive’s employment, subject to all appropriate deductions and withholdings and, notwithstanding any other requirements of this Agreement, a Release signed by Executive is not required prior to such lump sum payment. (b) Upon any other termination of Executive’s employment by Employer without Cause not following a Change of Control (as defined below) or a termination by Employer for disability not following a Change of Control, Severance Pay will be payable, subject to Section 4.4(f) of this Agreement, in equal installments on Employer’s regular payroll dates over the twelve (12) month period following Executive’s execution of a Release, subject to all appropriate deductions and withholdings. However, the first payment shall be made on the date sixty (60) days after termination of employment (or the earliest date under Section 4.4(f) of this Agreement) and shall include all amounts that would otherwise be payable before such date. (c) Upon termination of Executive’s employment without Cause not following a Change of Control (as defined below), and not on account of death or disability, all unvested incentive compensation previously granted to Executive (whether equity awards, cash payments or employee benefits, including but not limited to any prospective or implied Cash Bonus for a partial year) will immediately terminate and be of no further force or effect, subject only to the provisions of any Award Agreement (as defined in the Plan) relating to post-termination exercise of stock options awarded under the Plan; provided, however, that, notwithstanding the foregoing, any such compensation that constitutes an incentive stock option intended to be qualified under Section 422 of the Code shall, upon termination of Executive’s employment without Cause not following a Change of Control, and not on account of death or disability, be treated exclusively in accordance with the provisions of the applicable award agreement. (d) Upon any termination of Executive’s employment on account of death or disability, all unvested stock options and restricted stock, if any, that were previously granted to Executive under the Plan will immediately become fully vested and no longer subject to any restrictions on ownership or exercise. With respect to other forms of incentive compensation awarded under the Plan, including, but not limited to, restricted stock units and performance awards, the terms of the applicable award agreement will govern vesting and payment dates upon termination of Executive’s employment on account of death or as a result of disability. With respect to unvested incentive compensation not granted under the Plan, whether cash payments, employee benefits or a Cash Bonus for a partial year, the Committee shall determine, in its sole discretion, whether to vest or provide any payment or compensation on account thereof, provided however, that if any such incentive compensation is subject to Section 409A, no acceleration of vesting or payment will occur if it would result in additional taxes and interest under Section 409A. (e) For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and Company and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer or Company will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days, or such longer period as may be required under applicable law.

Without Cause, Death or Disability. Employer may terminate ExecutiveEmployee’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal of the Term for any year so long as Executive Employee was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below), Employer will pay severance compensation (“Severance Pay”) to Executive Employee equal to ExecutiveEmployee’s Base Salary at the rate in effect on the termination date for a period of eighteen six (186) months. If ExecutiveEmployee’s employment is terminated by Employer as a result of ExecutiveEmployee’s disability, or if termination occurs as a result of ExecutiveEmployee’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then ExecutiveEmployee’s Severance Pay shall also be equal to ExecutiveEmployee’s Base Salary then in effect for a period of eighteen six (186) months. No Severance Pay will be paid, however, until Executive Employee has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination of ExecutiveEmployee’s employment. (a) Upon termination of ExecutiveEmployee’s employment on account of death, Severance Pay will be payable in a lump sum sixty (60) days after the termination of ExecutiveEmployee’s employment, subject to all appropriate deductions and withholdings and, notwithstanding any other requirements of this Agreement, a Release signed by Executive Employee is not required prior to such lump sum payment. (b) Upon any other termination of ExecutiveEmployee’s employment by Employer without Cause not following a Change of Control (as defined below) or a termination by Employer for disability not following a Change of Control, Severance Pay will be payable, subject to Section 4.4(f) of this Agreement, in equal installments on Employer’s regular payroll dates over the twelve (12) month period following ExecutiveEmployee’s execution of a Release, subject to all appropriate deductions and withholdings. However, the first payment shall be made on the date sixty (60) days after termination of employment (or the earliest date under Section 4.4(f) of this Agreement) and shall include all amounts that would otherwise be payable before such date. (c) Upon termination of ExecutiveEmployee’s employment without Cause not following a Change of Control (as defined below), and not on account of death or disability, all unvested incentive compensation previously granted to Executive Employee (whether equity awards, cash payments or employee benefits, including but not limited to any prospective or implied Cash Bonus for a partial year) will immediately terminate and be of no further force or effect, subject only to the provisions of any Award Agreement (as defined in the Plan) relating to post-termination exercise of stock options awarded under the Plan; provided, however, that, notwithstanding the foregoing, any such compensation that constitutes an incentive stock option intended to be qualified under Section 422 of the Code shall, upon termination of ExecutiveEmployee’s employment without Cause not following a Change of Control, and not on account of death or disability, be treated exclusively in accordance with the provisions of the applicable award agreement. (d) Upon any termination of ExecutiveEmployee’s employment on account of death or disability, all unvested stock options and restricted stock, if any, that were previously granted to Executive Employee under the Plan will immediately become fully vested and no longer subject to any restrictions on ownership or exercise. With respect to other forms of incentive compensation awarded under the Plan, including, but not limited to, restricted stock units and performance awards, the terms of the applicable award agreement will govern vesting and payment dates upon termination of ExecutiveEmployee’s employment on account of death or as a result of disability. With respect to unvested incentive compensation not granted under the Plan, whether cash payments, employee benefits or a Cash Bonus for a partial year, the Committee Employer or Company shall determine, in its sole discretion, whether to vest or provide any payment or compensation on account thereof, provided however, that if any such incentive compensation is subject to Section 409A, no acceleration of vesting or payment will occur if it would result in additional taxes and interest under Section 409A. (e) For purposes of this Agreement, “disability” means the incapacity or inability of ExecutiveEmployee, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and Company and confirmed in writing by such doctor, to perform the essential functions of ExecutiveEmployee’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer or Company will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days, or such longer period as may be required under applicable law.

Without Cause, Death or Disability. Employer may terminate If the Executive’s employment under this Agreement hereunder is terminated as a result of death or Disability or by the Company without Cause and without advance noticethe Executive executes a separation agreement with a release of claims agreeable to the Company (to the extent that the Executive is physically and mentally capable to execute such an agreement), then the Company shall pay the Executive the amounts and provide the Executive the benefits as follows: (i) The Company shall pay to the Executive as severance, an amount in cash equal to double the sum of (i) the Executive’s Base Salary, and (ii) the annual Bonus (if any) earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year ending immediately prior to the fiscal year in which the termination occurs, such cash amount to be paid to the Executive ratably monthly in arrears over the 24-month period immediately following such termination. Notwithstanding the foregoing, if required to comply with section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury regulations or other guidance promulgated thereunder, the Executive will receive the first six (6) months of monthly installment payments required under this Section 5(b)(i) on the six-month anniversary of the date of the Executive’s termination of employment in a lump-sum payment, and the remaining payments required to be made hereunder shall thereafter be paid in equal consecutive monthly installments for the remainder of such 24 month period. (ii) For the greater of (i) the 24-month period immediately following such termination or (ii) the remainder of the Term, the Company shall arrange to provide the Executive and his dependents the additional benefits specified in Section 3(c) substantially similar to those provided to the Executive and his dependents by the Company immediately prior to the date of termination, at no greater cost to the Executive or the Company than the cost to the Executive and the Company immediately prior to such date. Benefits otherwise receivable by the Executive pursuant to this Section 5(b)(ii) shall cease immediately upon the discovery by the Company of the Executive’s breach of the covenants contained in Section 6 or 7 hereof. In addition, benefits otherwise receivable by the Executive pursuant to this Section 5(b)(ii) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the 24-month period following the Executive’s termination of employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the date of termination. (iii) The Executive’s accrued vacation (determined in accordance with Company policy) at the time of termination shall be paid as soon as reasonably practicable. (iv) Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed. (v) If the Executive’s employment with the Company terminates during the Term, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 5. (vi) Additionally if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal of the Term for any year so long as Executive was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below), Employer will pay severance compensation (“Severance Pay”) to Executive equal to Executive’s Base Salary at the rate in effect on the termination date for a period of eighteen (18) months. If Executive’s employment is terminated by Employer as a result of Executive’s disability, or if termination occurs as a result of Executive’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then Executive’s Severance Pay shall also be equal to Executive’s Base Salary then in effect for a period of eighteen (18) months. No Severance Pay will be paid, however, until Executive has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, the Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination of Executive’s employment. (a) Upon termination of Executive’s employment on account of death, Severance Pay will be payable in a lump sum sixty (60) days after the termination of Executive’s employment, subject to all appropriate deductions and withholdings and, notwithstanding any other requirements of this Agreement, a Release signed by Executive is not required prior to such lump sum payment. (b) Upon any other termination of Executive’s employment by Employer without Cause not following a Change of Control (as defined below) or a termination by Employer for disability not following a Change of Control, Severance Pay will be payable, subject restrictions on Restricted Shares referred to Section 4.4(f) of this Agreement, in equal installments on Employer’s regular payroll dates over the twelve (12) month period following Executive’s execution of a Release, subject to all appropriate deductions and withholdings. However, the first payment shall be made on the date sixty (60) days after termination of employment (or the earliest date under Section 4.4(f) of this Agreement) and shall include all amounts that would otherwise be payable before such date. (c) Upon termination of Executive’s employment without Cause not following a Change of Control (as defined below), and not on account of death or disability, all unvested incentive compensation previously granted to Executive (whether equity awards, cash payments or employee benefits, including but not limited to any prospective or implied Cash Bonus for a partial year) will immediately terminate and be of no further force or effect, subject only to the provisions of any Award Agreement (as defined in the Plan) relating to post-termination exercise of stock options awarded under the Plan; provided, however, that, notwithstanding the foregoing, any such compensation that constitutes an incentive stock option intended to be qualified under Section 422 of the Code shall, upon termination of Executive’s employment without Cause not following a Change of Control, and not on account of death or disability, be treated exclusively in accordance with the provisions of the applicable award agreement. paragraph 3 (d) Upon any termination shall also lapse ratably based on complete quarters (three month period) of Executive’s employment on account of death or disability, all unvested stock options and restricted stock, if any, that were previously granted to Executive under the Plan will immediately become fully vested and no longer subject to any restrictions on ownership or exercise. With respect to other forms of incentive compensation awarded under the Plan, including, but not limited to, restricted stock units and performance awards, the terms of the applicable award agreement will govern vesting and payment dates upon termination of Executive’s employment on account of death or as a result of disability. With respect to unvested incentive compensation not granted under the Plan, whether cash payments, employee benefits or a Cash Bonus for a partial year, the Committee shall determine, in its sole discretion, whether to vest or provide any payment or compensation on account thereof, provided however, that if any such incentive compensation is subject to Section 409A, no acceleration of vesting or payment will occur if it would result in additional taxes and interest under Section 409A. (e) For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and Company and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer or Company will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days, or such longer period as may be required under applicable lawservice.

Without Cause, Death or Disability. Employer may terminate If the Executive’s employment under this Agreement hereunder is terminated by the Company (a) without Cause or (b) by reason of death or Disability, and without advance noticethe Executive executes a separation agreement with a release of claims agreeable to the Company (to the extent that the Executive is physically and mentally capable to execute such an agreement), the ongoing compensation obligations specified in Section 3 shall be discontinued as of the date of termination and the Company shall thereafter timely remit the amounts and provide the Executive the benefits as follows: (i) The Company shall pay to the Executive as severance, an amount in cash equal to double the sum of (A) the Executive’s Base Salary, and (B) the annual Bonus (if any) earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year ending immediately prior to the fiscal year in which the termination occurs. Additionally, the Company shall pay to the Executive an amount equal to a pro rata portion of the annual Bonus the Executive actually would have earned for the fiscal year in which termination occurs if the Executive had not terminated employment. Such pro-ration shall be based on the number of weeks the Executive worked during such fiscal year prior to such termination divided by 52. Except as otherwise provided below, payment of this cash amount will be made at the time at which a Bonus would have been paid to the Executive for the fiscal year in which termination occurs if the Executive had not terminated Employment with the Company. Notwithstanding the foregoing, the aggregate amount described in the preceding paragraph shall be paid to the Executive in a single-sum payment on the first day of the seventh month following the date of the Executive’s termination of employment except to the extent that payment is not required to be delayed under to comply with section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury regulations or other guidance promulgated thereunder, pertaining to “specified employees,” in which case, the payment will be made upon the Executive’s termination of employment. (ii) For the greater of (i) the 24-month period immediately following such termination or (ii) the remainder of the Initial Term, the Company shall arrange to provide the Executive and his dependents the additional benefits specified in Section 3(c) substantially similar to those provided to the Executive and his dependents by the Company immediately prior to the date of termination, at no greater cost to the Executive than the cost to the Executive immediately prior to such date. Benefits otherwise receivable by the Executive pursuant to this Section 5(b)(ii) shall cease immediately upon the discovery by the Company of the Executive’s breach of the covenants contained in Section 6 or 7 hereof. In addition, benefits otherwise receivable by the Executive pursuant to this Section 5(b)(ii) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the 24-month period following the Executive’s termination of employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that if the termination by Employer without Cause (including Company shall reimburse the Executive for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal of the Term for any year so long as Executive was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below), Employer will pay severance compensation (“Severance Pay”) to Executive equal to Executive’s Base Salary at the rate in effect on the termination date for a period of eighteen (18) months. If Executive’s employment is terminated by Employer as a result of Executive’s disability, or if termination occurs as a result of Executive’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then Executive’s Severance Pay shall also be equal to Executive’s Base Salary then in effect for a period of eighteen (18) months. No Severance Pay will be paid, however, until Executive has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination of Executive’s employment. (a) Upon termination of Executive’s employment on account of death, Severance Pay will be payable in a lump sum sixty (60) days after the termination of Executive’s employment, subject to all appropriate deductions and withholdings and, notwithstanding any other requirements of this Agreement, a Release signed by Executive is not required prior to such lump sum payment. (b) Upon any other termination of Executive’s employment by Employer without Cause not following a Change of Control (as defined below) or a termination by Employer for disability not following a Change of Control, Severance Pay will be payable, subject to Section 4.4(f) of this Agreement, in equal installments on Employer’s regular payroll dates over the twelve (12) month period following Executive’s execution of a Release, subject to all appropriate deductions and withholdings. However, the first payment shall be made on the date sixty (60) days after termination of employment (or the earliest date under Section 4.4(f) of this Agreement) and shall include all amounts that would otherwise be payable before such date. (c) Upon termination of Executive’s employment without Cause not following a Change of Control (as defined below), and not on account of death or disability, all unvested incentive compensation previously granted to Executive (whether equity awards, cash payments or employee benefits, including but not limited to any prospective or implied Cash Bonus for a partial year) will immediately terminate and be of no further force or effect, subject only to the provisions of any Award Agreement (as defined in the Plan) relating to post-termination exercise of stock options awarded under the Plan; provided, however, that, notwithstanding the foregoing, any such compensation that constitutes an incentive stock option intended to be qualified under Section 422 of the Code shall, upon termination of Executive’s employment without Cause not following a Change of Control, and not on account of death or disability, be treated exclusively in accordance with the provisions of the applicable award agreement. (d) Upon any termination of Executive’s employment on account of death or disability, all unvested stock options and restricted stockexcess, if any, that were previously granted to Executive under the Plan will immediately become fully vested and no longer subject to any restrictions on ownership or exercise. With respect to other forms of incentive compensation awarded under the Plan, including, but not limited to, restricted stock units and performance awards, the terms of the applicable award agreement will govern vesting and payment dates upon cost of such benefits to the Executive over such cost immediately prior to the date of termination. (iii) The Executive’s accrued vacation (determined in accordance with Company policy) at the time of termination shall be paid as soon as reasonably practicable. (iv) Executive shall continue to be entitled to indemnification pursuant to Section 3(i) for events occurring prior to the date of Executive’s employment on account termination. (v) Any outstanding awards made pursuant to Section 3(e) will become vested immediately. (vi) Any payments provided for hereunder shall be paid net of death any applicable withholding required under federal, state, or as a result local law and any additional withholding to which the Executive has agreed. 16. Section 5(c) of disability. With respect to unvested incentive compensation not granted under the Plan, whether cash payments, employee benefits or a Cash Bonus for a partial year, the Committee shall determine, Agreement is hereby amended in its sole discretion, whether entirety to vest or provide any payment or compensation on account thereof, provided however, that if any such incentive compensation is subject to Section 409A, no acceleration of vesting or payment will occur if it would result in additional taxes and interest under Section 409A. (e) For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, read as determined by a medical doctor acceptable to the Board of Directors of Employer and Company and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer or Company will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days, or such longer period as may be required under applicable law.follows:

Without Cause, Death or Disability. Employer may terminate Executive’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal is prior to expiration of the Term for any year so long as Executive was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below)original term, or if Executive’s employment is terminated by Executive’s death or disability, Employer will pay pay, as severance compensation (“Severance Pay”) to Executive equal to pay, Executive’s Base Salary at the rate in effect on the termination date for a period of eighteen (18) 6 months. If Executive’s employment is terminated by Employer as a result of Executive’s disability, plus one month for each year that Executive has been with the Company, or if termination occurs as through expiration of the original term, whichever is a result of Executive’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then Executive’s Severance Pay shall also be equal to Executive’s Base Salary then in effect for a shorter period of eighteen (18) months. No Severance Pay will be paidtime; provided, however, until that in any event the Executive has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination entitled to a minimum of Executive’s employment12 months of severance pay. (a) Upon termination Such payments will be made no later than 60 days following the date of Termination of Executive’s employment on account of death, Severance Pay and will be payable in a lump sum sixty (60) days after the termination of Executive’s employment, subject to all appropriate deductions and withholdings and, notwithstanding any other requirements of this Agreement, a Release signed by Executive is not required prior to such lump sum payment. (b) Upon any other termination of Executive’s employment by Employer without Cause not following a Change of Control (as defined below) or a termination by Employer for disability not following a Change of Control, Severance Pay will be payable, subject to Section 4.4(f) of this Agreement, in equal installments on Employer’s regular payroll dates over the twelve (12) month period following Executive’s execution of a Release, subject to all appropriate deductions and withholdings. However, the first payment shall be made on the date sixty (60) days after termination of employment (or the earliest date under Section 4.4(f) of this Agreement) and shall include all amounts that would otherwise be payable before such date. (c) Upon termination of Executive’s employment Executive without Cause not following a Change of Control (as defined below), and not on account of or for death or disability, all unvested incentive compensation benefits (whether equity or cash benefits and bonuses) previously granted to the Executive (whether equity awards, cash payments or employee benefits, including but not limited to any prospective or implied Cash Bonus for a partial year) will vest immediately terminate and be of no further force or effect, subject only to the provisions of any Award Agreement (as defined in the Plan) relating to post-termination exercise of stock options awarded under the Plan; provided, however, that, notwithstanding the foregoing, any upon such compensation that constitutes an incentive stock option intended to be qualified under Section 422 of the Code shall, upon termination of Executive’s employment without Cause not following a Change of Control, and not on account of death or disability, be treated exclusively in accordance with the provisions of the applicable award agreementtermination. (d) Upon any termination of Executive’s employment on account of death or disability, all unvested stock options and restricted stock, if any, that were previously granted to Executive under the Plan will immediately become fully vested and no longer subject to any restrictions on ownership or exercise. With respect to other forms of incentive compensation awarded under the Plan, including, but not limited to, restricted stock units and performance awards, the terms of the applicable award agreement will govern vesting and payment dates upon termination of Executive’s employment on account of death or as a result of disability. With respect to unvested incentive compensation not granted under the Plan, whether cash payments, employee benefits or a Cash Bonus for a partial year, the Committee shall determine, in its sole discretion, whether to vest or provide any payment or compensation on account thereof, provided however, that if any such incentive compensation is subject to Section 409A, no acceleration of vesting or payment will occur if it would result in additional taxes and interest under Section 409A. (eb) For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and Company and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer or Company will be required) for an aggregate of ninety (90) 90 days during any period of one hundred eighty (180) 180 consecutive days, or such longer period as may be required under applicable law. (c) Notwithstanding the foregoing, in the event of a termination by Employer without Cause during the 12-month period following a “Change of Control,” as defined under Section 6.2 below, then the compensation to Executive provided under Section 6.2 shall govern. The Executive agrees that his eligibility to receive any and all amounts described in this Section 5.2 shall be subject to and contingent upon the Executive’s execution of a full and complete general release in favor of Employer and its affiliated persons and entities, reasonably satisfactory to Employer in its sole discretion.

Without Cause, Death or Disability. Employer may terminate Executive’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal is prior to expiration of the Term for any year so long as Executive was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below)original term, or if Executive’s employment is terminated by Executive’s death or disability, Employer will pay pay, as severance compensation (“Severance Pay”) to Executive equal to pay, Executive’s Base Salary at the rate in effect on the termination date for a period of eighteen (18) 6 months. If Executive’s employment is terminated by Employer as a result of Executive’s disability, plus one month for each year that Executive has been with the Company, or if termination occurs as through expiration of the original term, whichever is a result of Executive’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then Executive’s Severance Pay shall also be equal to Executive’s Base Salary then in effect for a shorter period of eighteen (18) months. No Severance Pay will be paidtime; provided, however, until that in any event the Executive has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination entitled to a minimum of Executive’s employment6 months of severance pay. (a) Upon termination Such payments will be made no later than 60 days following the date of Termination of Executive’s employment on account of death, Severance Pay and will be payable in a lump sum sixty (60) days after the termination of Executive’s employment, subject to all appropriate deductions and withholdings and, notwithstanding any other requirements of this Agreement, a Release signed by Executive is not required prior to such lump sum payment. (b) Upon any other termination of Executive’s employment by Employer without Cause not following a Change of Control (as defined below) or a termination by Employer for disability not following a Change of Control, Severance Pay will be payable, subject to Section 4.4(f) of this Agreement, in equal installments on Employer’s regular payroll dates over the twelve (12) month period following Executive’s execution of a Release, subject to all appropriate deductions and withholdings. However, the first payment shall be made on the date sixty (60) days after termination of employment (or the earliest date under Section 4.4(f) of this Agreement) and shall include all amounts that would otherwise be payable before such date. (c) Upon termination of Executive’s employment Executive without Cause not following a Change of Control (as defined below), and not on account of or for death or disability, all unvested incentive compensation benefits (whether equity or cash benefits and bonuses) previously granted to the Executive (whether equity awards, cash payments or employee benefits, including but not limited to any prospective or implied Cash Bonus for a partial year) will vest immediately terminate and be of no further force or effect, subject only to the provisions of any Award Agreement (as defined in the Plan) relating to post-termination exercise of stock options awarded under the Plan; provided, however, that, notwithstanding the foregoing, any upon such compensation that constitutes an incentive stock option intended to be qualified under Section 422 of the Code shall, upon termination of Executive’s employment without Cause not following a Change of Control, and not on account of death or disability, be treated exclusively in accordance with the provisions of the applicable award agreementtermination. (d) Upon any termination of Executive’s employment on account of death or disability, all unvested stock options and restricted stock, if any, that were previously granted to Executive under the Plan will immediately become fully vested and no longer subject to any restrictions on ownership or exercise. With respect to other forms of incentive compensation awarded under the Plan, including, but not limited to, restricted stock units and performance awards, the terms of the applicable award agreement will govern vesting and payment dates upon termination of Executive’s employment on account of death or as a result of disability. With respect to unvested incentive compensation not granted under the Plan, whether cash payments, employee benefits or a Cash Bonus for a partial year, the Committee shall determine, in its sole discretion, whether to vest or provide any payment or compensation on account thereof, provided however, that if any such incentive compensation is subject to Section 409A, no acceleration of vesting or payment will occur if it would result in additional taxes and interest under Section 409A. (eb) For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and Company and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer or Company will be required) for an aggregate of ninety (90) 90 days during any period of one hundred eighty (180) 180 consecutive days, or such longer period as may be required under applicable law. (c) Notwithstanding the foregoing, in the event of a termination by Employer without Cause during the 12-month period following a “Change of Control,” as defined under Section 6.2 below, then the compensation to Executive provided under Section 6.2 shall govern. The Executive agrees that his eligibility to receive any and all amounts described in this Section 5.2 shall be subject to and contingent upon the Executive’s execution of a full and complete general release in favor of Employer and its affiliated persons and entities, reasonably satisfactory to Employer in its sole discretion.