Common use of By the Company Other than for Cause Clause in Contracts

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”), the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final CompensationCompensation and in lieu of any benefits which might otherwise be payable to the Executive under a separate severance agreement as a result of such termination, then then, until the conclusion of the a period of equal to eighteen (18) months following the date of termination (the “Severance Pay Period”)termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan termslaw. In addition, the Company shall pay the Executive a bonus (an amount, in equal monthly installments commencing as soon as the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% determination of the Executive’s Base Salary amount can be made in effect on accordance with Section 4(b) hereof and concluding at the end of the twelve month period following the date of termination, or equal to the pro rata share of any accrued bonus due under Section 4(b) for the fiscal year in which the termination of employment occurs (ii) determined by pro-rating the Annual Bonus paid accrued bonus for the fiscal year in which the termination of employment occurs through the date of termination). Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a timely and effective release of claims substantially in the immediately preceding fiscal year form attached hereto as Exhibit A (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0“Release of Claims”). The Termination Bonus shall be payable Release of Claims required for separation benefits in up to two equal installments at accordance with Section 5(d) and/or Section 5(e) hereof creates legally binding obligations on the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later part of the effective date Executive and the Company and its Affiliates therefore advise the Executive to seek the advice of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Boardan attorney before signing it. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company Company, and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the BoardCompany, but the first payment shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. i. The Company may terminate the Executive’s employment hereunder under this Agreement at any time without cause upon thirty (30) days prior written notice to the Executive or upon payment of one month’s Base Salary in lieu of such notice if the Company elects to accelerate the Executive’s departure date. Such a termination of the Executive by the Company is sometimes hereafter referred to as a termination for “other than for Cause at any time upon notice cause.” For the purposes hereof, a substantial adverse diminution in duties will be deemed to the Executivebe a termination for other than for cause. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”)event, the Company shall pay the Executive Severance Benefits as described in Section 5.d.ii. below. Notwithstanding the Base Salary foregoing, in no event will an exercise by the Company of its election to terminate this Agreement by at least six (6) months prior written notice pursuant to Section 2 hereof be deemed to be a termination of the rate in effect Agreement for other than for cause or entitle the Executive to Severance Benefits. The period commencing on the date of termination andthe receipt of a notice by the Executive from the Company of the Company’s election not to renew the then term of this Agreement pursuant to the provisons of Section 2 hereof and the last day of the then current term of this Agreement on which this Agreement will terminate pursuant to such notice shall sometimes hereinafter be referred to as the “Interim Period.” During the last 6 months of the Interim Period, subject to any employee contribution applicable the Company may assign to the Executive on different or diminished duties and such diminished duties will not be deemed to be a termination for other than cause or entitle the date of termination, shall Executive to Severance Benefits. During the Interim Period the Executive will continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided earn any incentive compensation that the Executive is entitled eligible to continue earn pursuant to any incentive compensation plan then in effect for the Company. Any such participation under applicable law and plan terms. In addition, the Company shall pay incentive compensation earned by the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus during any fiscal year that encompasses an Interim Period will be paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable Company in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderincentive compensation then in effect.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder and this Agreement other than for Cause at any time upon notice to the Executivetime. In the event of such termination, the Executive will be entitled to salary continuation at the Base Salary rate for a period of twelve (12) months from the termination date, to be paid in addition accordance with the Company’s payroll practice then in effect, with the Company’s first such payment beginning on the first pay period forty-five (45) days after the Executive’s separation from service. The Executive shall be entitled to Final Compensationawarding of a pro-rata Bonus as well. Any such Bonus shall be paid by the Company in a single, then until lump-sum cash payment in accordance with its normal payroll practice by not later than the conclusion fifteenth day of the period of eighteen (18) months third month following the calendar year with respect to which the services giving rise to the annual Bonus were rendered. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of termination the Consolidated Omnibus Reconciliation Act of 1985 (the “Severance Pay PeriodCOBRA”), the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, then the Company shall pay the Executive a bonus (the “Termination Bonus”) cash amount equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect monthly COBRA premium payment on the date first day of terminationeach month during the period of salary continuation payments or until he accepts other employment, or (ii) whichever occurs first. The first such monthly COBRA reimbursement payment shall begin on the Annual Bonus paid first pay period 45 days after the Executive’s separation from service and shall include any monthly payment that became due before such payment. The Company shall have no other obligations to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0)upon termination of employment other than for Cause. The Termination Bonus shall be payable in up Company’s obligation to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later provide any of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled amounts and benefits hereunder shall be payable in accordance with subject to, and conditioned upon, the normal payroll practices Executive’s execution of a full release of claims satisfactory to the Company, releasing the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release its employees and agents from any claims arising from or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive related to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderor severance from employment with the Company, including any claims arising from this Agreement. No payment of severance shall be required unless these conditions are satisfied. Any negotiations and/or revisions made or to be made to the release of claims and/or severance agreement to be executed at the time of termination shall not affect or extend the 21-day period under the Older Workers Benefit Protection Act, whether such revisions are material or immaterial.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, in addition to any Final CompensationCompensation due to the Executive, then until the conclusion of Company will pay the Executive (i) severance pay, at the same rate as the Base Salary, for a period of eighteen twelve (1812) months following the date of termination of her employment, and (ii) ) a pro-rata portion of the Executive’s Annual Bonus for the year in which termination occurs, based on the Executive’s actual performance through the date of such termination and determined in accordance with Section 4(b) hereof (“Pro-Rata Bonus”), with such pro-rata amount based on the number of days Executive was employed during the fiscal year (the “Severance Pay PeriodPayments”), the Company shall pay the Executive the Base Salary at the rate in effect ) and (iii) continued payment on the date Executive’s behalf of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the required to be paid for Executive’s continued participation in the Company’s group medical and dental planshealth care plan for a period of twelve (12) months following termination, provided that unless the Executive is entitled to continue employed by another company, and in such participation under applicable law and plan terms. In additioninstance, future payment for the Company shall pay the Executive a bonus health insurance premiums will cease (the “Termination BonusHealthcare Payments” and collectively with the Severance Payments, the “Severance Benefits”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary ). Other than business expenses described in effect on the date of terminationSection 5(a)(iii), or (ii) the Annual Bonus Final Compensation shall be paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment. Any obligation of the Company to provide the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, providedBenefits is conditioned, however, that no Termination Bonus payment shall be made until on the later Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit A (the “Release of Claims”), all of which (including the lapse of the effective period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) day following the date of the Employee Release or the date the Employee Release, signed by termination and on the Executive, is received by ’s continued compliance with the Chair obligations of the BoardExecutive to the Company and its Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. The Base Salary payment Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company Company, and will begin at (B) the Healthcare Payments shall be paid monthly, and in both cases with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payroll period which is at least five business payday for executives that follows the expiration of sixty (60) calendar days following the later of the effective date of the Employee Release or from the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderterminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive, the Company or any of its Affiliates to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be ​ ​ subject to imputed income tax treatment to the extent necessary to eliminate any such adverse consequences under the ACA or Section 105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”), the Company shall pay provide the Executive severance pay equal to the sum of the Base Salary at the rate in effect on the date of termination andand the Target Bonus (“Severance Pay”), subject payable in approximately equal installments at the Company’s regular paydays for its executives during the period from the date of termination through the one-year anniversary thereof; provided, however, that if required pursuant to any employee contribution applicable Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of such payments shall be adjusted as necessary to the Executive comply with Section 409A. In addition, on the date of termination, shall continue the Company will cause to contribute to the premium cost become vested that portion of the Executive’s participation Equity Award which would have vested by passage of time during the period from the date of termination through the one-year anniversary thereof, had the Executive remained in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, employ of the Company shall pay the Executive a bonus during that period (the “Termination BonusAccelerated Shares”) equal to one and one-half (1.5) times the lesser of (i) 60% ). Any obligation of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid Company to the Executive hereunder is conditioned, however, on the Executive signing a timely and effective release of claims in the immediately preceding fiscal year form attached hereto as Attachment A (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0“Employee Release”). The Termination Bonus shall be payable in up to two equal installments at the time each year during first installment of the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be due and payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period payday which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardCompany, but shall be retroactive to the next business day following the date of termination. In ; provided, however, that if required by Section 409A, the event first installment of termination hereunderthe Severance Pay shall be due and payable at the Company’s first regular payday as permitted pursuant to Section 409A. Also, payment although vested on the date of termination, the Accelerated Shares shall not be exercisable until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Company of any amounts that may be due Executive, is received by the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderCompany.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination during the Employment Term or a Renewal Term, then, the Company (i) shall pay Executive (A) the Final Payment and (B) severance pay in addition an amount equal to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”)Base Salary, the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on at the date of termination, plus an amount equal to (I) Executive's target Bonus amount for the year of termination, or (II) if no such target has been fixed for the year of termination, the actual bonus paid or payable to Executive for the most recently completed fiscal year of the Company for which an annual bonus was paid or is payable to Executive; provided, that in the case of any termination under this subsection (d) occurring after December 31, 2009, in lieu of the amount described in (I) above there shall continue be paid to Executive the actual bonus paid or payable to him for the most recently completed fiscal year of the Company for which an annual bonus was paid or is payable to him; and (ii) shall continue, while Executive is receiving severance pay hereunder, to contribute to the premium cost of the Executive’s participation by Executive and his eligible dependents in the Company’s 's group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsterms and pays the remainder of the premium cost from month to month in accordance with the schedule established by the Company. In addition, Any obligation of the Company to Executive under clause (i) or (ii) hereof, however, shall pay be reduced by any other payments from the Company to which Executive is entitled as a bonus result of termination (exclusive of any Final Payment due) and is conditioned on Executive signing and delivering to the “Termination Bonus”) equal to one and one-half (1.5) times Company, not later than the lesser earlier of (i) sixty (60% ) days after termination of the Executive’s Base Salary in effect on the date of termination, employment or (ii) the Annual Bonus paid to the Executive deadline for consideration and execution thereof specified in the immediately preceding fiscal year form of release of claims attached hereto as Exhibit B, together with the end of any applicable revocation period (or if no the "Release Deadline"), a release in such Annual Bonus was paid to form (the Executive in the preceding fiscal year, $0"Employee Release"). The Termination Severance pay and Target Bonus to which Executive is entitled hereunder shall be payable in up to two equal installments pro-rata at the time each year Company's regular payroll periods during the Severance Pay Period that annual bonuses are paid eighteen (18) month period immediately following termination of Executive's employment, with the first payment being made on the Company's next regular payday following the Release Deadline, but retroactive to Company executives generally under its executive incentive plan, the next business day following the date of termination of employment; provided, however, that no Termination Bonus payment shall will be made until the later of prior to the effective date of the Employee Release or in the date form attached hereto as Exhibit B and that if at the Employee Releaserelevant time Executive is a Specified Employee, signed by the Executive, is received by the Chair so much of the Board. The Base Salary payment amounts payable hereunder as constitutes nonqualified deferred compensation subject to which Section 409A of the Executive is entitled hereunder shall Code and that would be payable during the six-month period following Executive's termination shall instead be accumulated and paid in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned a single sum upon the Executive signing a timely and effective Employee Release following termination day after the conclusion of the Executive’s employment hereundersuch six-month period.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until Compensation and all obligations under the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”)Signing Bonus Agreement, the Company shall pay provide the Executive severance pay equal to the sum of the Base Salary at the rate in effect on the date of termination andand the Target Bonus (“Severance Pay”), subject payable in approximately equal installments at the Company’s regular paydays for its executives during the period from the date of termination through the one-year anniversary thereof (the “Severance Period”); provided, however, that if required pursuant to any employee contribution applicable Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of such payments shall be adjusted as necessary to comply with Section 409A. For the duration of the Severance Period, the Company shall also continue to pay the Executive that portion of the premiums towards his family health and dental insurance policies that it was paying to him immediately prior to his termination (the “Medical Benefits”). In addition, on the date of termination, shall continue the Company will cause to contribute to the premium cost become vested that portion of the Executive’s participation Option and Restricted Shares which would have vested by passage of time during the period from the date of termination through the one-year anniversary thereof, had the Executive remained in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, employ of the Company shall pay the Executive a bonus during that period (the “Termination BonusAccelerated Shares”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus Severance Pay, Medical Benefits and Accelerated Shares shall hereinafter be payable referred to as the “Severance Benefits.” Any obligation of the Company to pay the Severance Benefits is conditioned, however, on the Executive timely signing a release of claims in up to two equal installments at the time each year during form attached hereto as Attachment A (the “Employee Release”). The first installment of the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be due and payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period payday which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardCompany, but shall be retroactive to the next business day following the date of termination. In ; provided, however, that if required by Section 409A, the event first installment of termination hereunderthe Severance Pay shall be due and payable at the Company’s first regular payday as permitted pursuant to Section 409A. Also, payment although vested on the date of termination, the Accelerated Shares shall not be exercisable until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Company of any amounts that may be due Executive, is received by the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderCompany.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final CompensationCompensation and provided that no benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, then until the conclusion of the a period of eighteen twelve (1812) months following the date of termination (the “Severance Pay Period”), the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination andtermination. In addition, subject to any employee contribution applicable to if the Executive is enrolled in the Company’s medical and dental plans on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical termination and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, if the Executive elects to continue his participation and that of his eligible dependents in those plans for a period of time under the federal law known as “COBRA,” then subject to any employee contribution applicable to active employees generally, the Company shall continue to pay the Executive a bonus (cost of the “Termination Bonus”) equal to one Executive’s participation and one-half (1.5) times that of his eligible dependents in such plans until the lesser earlier of (i) 60% the conclusion of the Executive’s Base Salary in effect on the date of termination, Severance Pay Period or (ii) the Annual Bonus paid date the Executive becomes eligible for medical and dental benefits from a subsequent employer. Any obligation of the Company to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, providedhereunder is conditioned, however, that no Termination Bonus payment shall be made until upon the Executive signing a release of claims in the form provided by the Company (the “Employee Release”) within twenty-one days (or such greater period as the Company may specify) following the later of the effective date on which the Executive receives notice of termination of employment or the date the Executive receives a copy of the Employee Release or and upon the date Executive not revoking the Employee Release, signed by the Executive, is received by the Chair of the BoardRelease in a timely manner thereafter. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen twenty-four (1824) months following the date of termination (the “Severance Pay Period”), the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) two times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in respect of the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in respect of the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardXxxxx X. Xxxxxxx. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardXxxxx X. Xxxxxxx, but shall be retroactive to the next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder. For the avoidance of doubt, in connection with a termination of Executive’s employment hereunder by the Company other than for Cause, Executive shall not, pursuant to this Agreement, forfeit any vested equity securities of the Company then owned by the Executive or forfeit the right to exercise any vested stock options that are intended to remain exercisable by the Executive, in accordance with their terms, following the date of termination of Executive’s employment hereunder, but all such equity securities (including any such vested stock options) shall remain subject to the terms and conditions (including, without limitation, any expiration provisions, repurchase rights or other provisions providing for the repurchase, termination, cancellation or forfeiture of such equity securities) of any applicable award document, plan document, stockholder agreement or other document or arrangement then in effect relating to such equity securities.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final CompensationCompensation and in lieu of any benefits which might otherwise be payable to the Executive under a separate severance agreement as a result of such termination, then then, until the conclusion of the a period of equal to eighteen (18) months following the date of termination (the “Severance Pay Period”)termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan termslaw. In addition, the Company shall pay the Executive a bonus (an amount, in equal monthly installments commencing as soon as the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% determination of the Executive’s Base Salary amount can be made in effect on accordance with Section 4(b) hereof and concluding at the end of the twelve month period following the date of termination, or equal to the pro rata share of any accrued bonus due under Section 4(b) for the fiscal year in which the termination occurs (ii) determined by pro-rating the Annual Bonus paid accrued bonus for the fiscal year in which the termination of employment occurs through the date of termination). Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a release of claims substantially in the immediately preceding fiscal year form attached hereto as Exhibit A (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0“Release of Claims”). The Termination Bonus shall be payable Release of Claims required for separation benefits in up to two equal installments at accordance with Section 5(d) and/or Section 5(e) hereof creates legally binding obligations on the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later part of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by and the Chair Company and its Affiliates therefore advise the Executive to seek the advice of the Boardan attorney before signing it. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company Company, and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the BoardCompany, but the first payment shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”), the Company shall pay provide the Executive severance pay equal to the sum of the Base Salary at the rate in effect on the date of termination andand the Target Bonus (“Severance Pay”), subject payable in approximately equal installments at the Company’s regular paydays for its executives during the period from the date of termination through the one-year anniversary thereof; provided, however, that if required pursuant to any employee contribution applicable Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of such payments shall be adjusted as necessary to the Executive comply with Section 409A. In addition, on the date of termination, shall continue the Company will cause to contribute to the premium cost become vested that portion of the Executive’s participation Option which would have vested by passage of time during the period from the date of termination through the one-year anniversary thereof, had the Executive remained in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, employ of the Company shall pay the Executive a bonus during that period (the “Termination BonusAccelerated Shares”) equal to one and one-half (1.5) times the lesser of (i) 60% ). Any obligation of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid Company to the Executive hereunder is conditioned, however, on the Executive signing a timely and effective release of claims in the immediately preceding fiscal year form attached hereto as Attachment A (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0“Employee Release”). The Termination Bonus shall be payable in up to two equal installments at the time each year during first installment of the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be due and payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period payday which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardCompany, but shall be retroactive to the next business day following the date of termination. In ; provided, however, that if required by Section 409A, the event first installment of termination hereunderthe Severance Pay shall be due and payable at the Company’s first regular payday as permitted pursuant to Section 409A. Also, payment although vested on the date of termination, the Accelerated Shares shall not be exercisable until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Company of any amounts that may be due Executive, is received by the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderCompany.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen twelve (1812) months following the date of termination (the “Severance Pay Period”), the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The TERMINATION BY EXECUTIVE FOR GOOD REASON In the event of the termination of Executive's employment during the Term of Employment by the Company may terminate the Executive’s employment hereunder other than for Cause at or by Executive for Good Reason, except as otherwise provided in this Agreement, the consequences of such termination shall be determined in accordance with the Company's Severance Plan, which is incorporated by reference in this Agreement, with the additions and modifications in respect of Executive as set forth below; provided, that on and after the Effective Date of this Agreement, such Severance Plan shall not be amended, modified or terminated in any time upon notice way that would adversely affect Executive. Executive shall be treated as an "Officer Participant" under the terms of the Severance Plan. The "Severance Period" for purposes of the Severance Plan, in Executive's case, shall be thirty-six months. The "Severance Pay Factor" for purposes of the Severance Plan, in Executive's case, shall be equal to the number of months of Executive's Severance Period. In "Covered Termination" for purposes of the event Severance Plan shall mean (i) any termination of Executive's employment by the Company other than for Cause or (ii) termination of Executive's employment at the initiative of Executive for Good Reason. If during the Term of Employment, the Company terminates Executive's employment for any reason other than Cause, death or Disability, or Executive terminates his employment for Good Reason, (i) all of Executive's then outstanding Restricted Units granted under Section 4(d)(i)(A) as to which the restrictions have not lapsed, and all other equity awards, other than Performance Options granted pursuant to Section 4(d)(iii)(B) or other performance based equity awards as of such terminationDate of Termination, shall remain outstanding and shall be treated for all purposes as if Executive remained employed by the Company through the date on which such restrictions are scheduled to lapse or such Options are scheduled to become exercisable and such Options, once vested, shall be exercisable in addition to Final Compensation, then until accordance with their terms and the conclusion terms of the period Stock Plan; (ii) any Performance Option granted pursuant to Section 4(d)(iii)(B) or other performance based equity award granted to Executive that has not become vested and exercisable as of eighteen such Date of Termination shall terminate and be of no further force and effect and the Performance Options or other equity awards which have become vested and exercisable shall remain vested and exercisable in accordance with their terms and the terms of the Stock Plan; (18iii) months following the date Company shall promptly pay to Executive any portion of termination Executive's annual Base Salary and pro-rata bonus through the Date of Termination that has not yet been paid; and (the “Severance Pay Period”), iv) the Company shall pay the or provide to Executive the Base Salary at the rate benefits described in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical Section 4(e) hereof and dental plans, provided that the Executive is entitled to continue such participation under applicable law compensation and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus benefits as shall be payable in up to two equal installments at Executive under the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later terms of the effective date of the Employee Release Company's compensation and benefit plans, programs or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable arrangements as in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company effect immediately prior to the Executive and any obligation Date of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderTermination.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause at any time during the Term or thereafter upon written notice to the Executive. In the event of such terminationtermination during the Term or thereafter, in addition to Final Compensationpayment of Base Salary and Bonus earned and unpaid at the date of termination and un-reimbursed business expenses that are documented, then until the conclusion Company will provide the Executive (i) the lesser of (A) special services pay equal to twelve (12) months' Base Salary; or (B) special services pay up to the period of eighteen date the Executive commences employment with another organization; and (18ii) months following any Bonus accrued through the date of termination (determined on a reasonable, pro forma, pro rata basis at the “Severance Pay Period”end of the quarter during which the termination occurs); and (iii) a lump sum amount equivalent to the grossed-up cost of twelve (12) months' medical insurance premiums, not to exceed $20,000 net, to offset post-employment medical costs. For purposes of subsection (i)(B), Executive retains sole discretion in accepting subsequent employment. The obligations of the Company shall pay to provide the Executive special services pay, Bonus and the Base Salary at lump sum payment hereunder are conditional upon the rate Executive signing a release of claims in effect on the form of Attachment A hereto (the "Employee Release") within twenty-one days of the date on which he receives notice of termination and, subject to any employee contribution applicable to of his employment and upon his not revoking the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation Employee Release thereafter. All payments under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of subsection (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus this Section shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal regular payroll practices of the Company and will shall begin at on the Company’s 's next regular payroll pay period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Executive's Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event All payments under subsection (ii) of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(dshall be made in one lump sum payment and shall be made on the Company's next regular payday which occurs after the calculation described in subsection (ii) shall constitute above and which follows the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination date of the Executive’s employment hereunder's Release. The payment under (iii) above shall be made on the Company's next regular payday following the effective date of the Executive's Release. The Company intends to fully comply with IRS Code Section 409A with respect to the payments contemplated in this paragraph 3.d.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. A termination of the Executive's employment that occurs on the last day of the term of this Agreement following the Company’s notice to the Executive of non-renewal of the term hereof under Section 2 hereof shall be treated as a termination by the Company other than for Cause. In the event of such termination, in addition the Executive shall be entitled to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”)and, in addition, the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to plus (y) the Executive on Target Bonus for the date year of termination, which shall continue to contribute to the premium cost of the Executive’s participation be annualized in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive case of a bonus termination of employment during 2009 (the “Termination BonusSeverance Amount”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus ). The Severance Amount shall be paid to the Executive in twenty-four (24) equal monthly installments as further provided for below. Any obligation of the immediately preceding fiscal year (or if no such Annual Bonus was paid Company to the Executive under this Section 5 (including in the preceding fiscal yearevent of a termination of employment due to death or Disability), $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive planother than for Final Compensation, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by is conditioned on (A) the Executive, is received or the Executive’s Designated Beneficiary, signing and returning to the Company (without revoking) a timely and effective release of claims in the form attached hereto as Exhibit C, by the Chair deadline specified therein, which in all events shall be no later than the forty fifth (45th) calendar day following the date of termination (any such release submitted by such deadline, the Board“Release of Claims”), (B) the Executive not engaging in an intentional or materially harmful violation of Section 7, 8 or 9(b) of this Agreement, and (C) the Executive’s continued compliance with the covenants contained in Section 9(a) of this Agreement (subsections (B) and (C) collectively, the “Compliance Condition”). The Base Salary payment Subject to Section 5(g) below, severance pay to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at Company, with the Company’s next regular payroll period first payment, which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to the day immediately following the date the Executive's employment terminated, being due and payable on the Company's next regular payday for executives that follows the expiration of sixty (60) calendar days from the date the Executive's employment terminates. Other than the tax gross-up payment described in Section 5(a)(iii), which shall be paid at the time provided in Section 4(g) above, and the business day expenses described in Section 5(a)(iv), Final Compensation shall be paid to the Executive within sixty (60) days following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderemployment.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination during the Employment Term or a Renewal Term, in addition to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”)then, the Company (i) shall pay Executive (A) the Executive the Final Payment, (B) severance pay in an amount equal to twelve (12) months of Base Salary Salary, at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on at the date of termination, and (C) a pro-rata portion of Executive's Bonus for the year in which the termination occurs in the event that bonuses are paid to other officers of the Company for the same year, or, if the Bonus for the year of termination has not yet been determined, a pro-rata portion of the Bonus paid or payable to Executive for the most recently completed fiscal year of the Company for which an annual bonus was paid or is payable to Executive (in each case, with the pro-rata amount determined by multiplying the amount of such full-year bonus by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365)): (If termination happens in 2018 and the Bonus for the year has not been determined, the pro-rata amount would be calculated using the 2017 Bonus amount paid or payable for the previous CEO) ; and (ii) shall continue to contribute reimburse Executive a monthly amount equal to the premium cost amount the Company contributes from time to time to group medical, dental and/or vision insurance premiums (as applicable) for its active employees (the "Monthly Premium Payment"), until the earlier of (x) the end of the Executive’s Severance Period (as defined below) or (y) the date Executive and his dependents are no longer entitled to coverage under COBRA or Company plans (the "COBRA Period"); provided that Executive timely elects to continue his participation and that of his eligible dependents in the Company’s group medical and dental such plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsterms and pays the remainder of the premium cost from month to month in accordance with the schedule established by the Company. In addition, Any obligation of the Company shall pay the to Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of under clause (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) hereof, however, shall be reduced by any other payments from the Annual Bonus paid Company to which Executive is entitled as a result of termination (exclusive of any Final Payment due) and is conditioned on Executive signing and delivering to the Executive Company, not later than the earlier of (a) sixty (60) days after termination of employment or (b) the deadline for consideration and execution thereof specified in the immediately preceding fiscal year reasonable form of release of claims to be provided to Executive by the Company at the time Executive's employment terminates (or if no the "Employee Release"), and such Annual Bonus was paid to deadline therein, together with the Executive in end of any applicable revocation period, the preceding fiscal year, $0"Release Deadline"). The Termination Severance pay and Bonus to which Executive is entitled hereunder shall be payable in up to two equal installments pro-rata at the time each year Company's regular payroll periods during the twelve (12) month period immediately following termination of Executive's employment (the "Severance Pay Period that annual bonuses are paid Period"), with the first payment being made on the Company's next regular payday following the Release Deadline, but retroactive to Company executives generally under its executive incentive plan, the next business day following the date of termination of employment; provided, however, that no Termination Bonus payment shall will be made until the later of prior to the effective date of the Employee Release or and that if at the date the Employee Releaserelevant time Executive is a Specified Employee, signed by the Executive, is received by the Chair so much of the Board. The Base Salary payment amounts payable hereunder as constitutes nonqualified deferred compensation subject to which Section 409A of the Executive is entitled hereunder shall Code and that would be payable during the six-month period following Executive's termination shall instead be accumulated and paid in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned a single sum upon the Executive signing a timely and effective Employee Release following termination day after the conclusion of the Executive’s employment hereundersuch six-month period.

By the Company Other than for Cause. The Company may ----------------------------------- terminate the Executive’s 's employment hereunder and this Agreement other than for Cause at any time upon notice to the Executivetime. In the event of such termination, the Executive will be entitled to salary continuation at the Base Salary rate for the remainder of the Initial Term or, if extended in addition accordance with Section 2, the remainder of the extended term, to Final Compensationbe paid in accordance with the Company's payroll practice then in effect (the "Salary Continuation Period"). If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”), the Company shall pay the Employer portion of Executive's monthly COBRA premium payments for the Salary Continuation Period or until Executive accepts other employment, whichever occurs first. Should Executive's COBRA eligibility cease prior to the Base end of the Salary at Continuation Period, the rate in effect Company agrees to purchase, on Executive's behalf, medical insurance coverage substantially equivalent, as determined by the date Company, to the coverage previously provided under COBRA for the remaining portion of termination andthe Salary Continuation Period or until Executive accepts other employment, subject to any employee contribution applicable whichever occurs first. The Company shall have no other obligations to the Executive on upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any and all claims arising from or related to the Executive's employment or separation from employment with the Company, including any claims arising from this Agreement. Notwithstanding the foregoing, this Section 5.3 shall be of no force or effect, and shall therefore be inapplicable, during any time in which Executive's employment is at-will (as discussed in Section 2). If Executive is terminated by the Company other than for Cause as an at-will employee, the Company shall have no further obligation or liability to the Executive relating to the Executive's employment or this Agreement, other than for Base Salary earned but unpaid and accrued but unused vacation through the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, then until the conclusion Executive, as compensation for his satisfying of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”)those conditions, the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable be entitled to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, following: (i) the Company shall pay the Executive a bonus (Final Pro-Rated Bonus for the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to in which the Executive in the preceding fiscal yearDate of Termination occurs, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive planplan or, providedif later, however, that no Termination Bonus payment shall be made until on the tenth (10th) business day following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the Board. The Board on behalf of the Company; (ii) the Company shall provide the Executive compensation for the period of eighteen (18) months following the Date of Termination at the rate of one-twelfth of the Base Salary payment to which per month, commencing on the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which Company payday for its executives that is at least five (5) business days following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the Board, but shall be with the first payment being retroactive to next business the day immediately following the date Date of termination. In the event of termination hereunder, payment by Termination; and (iii) the Company will pay the full premium cost of any amounts that may be due health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of the conclusion of the period defined in clause (ii) immediately above or the date the Executive becomes eligible for participation in health and dental plans of another employer or the date the Executive ceases to be eligible for participation under this Section 5(d) shall constitute the entire obligation of Company’s health and dental plans under COBRA; provided, however, that in order to be eligible for the Company to Company’s payments hereunder the Executive and any obligation each of his qualified beneficiary must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. Any equity in the LLC held by the Executive on the Date of Termination shall be governed by the terms of the Company to Unit Certificate, the Executive hereunder is conditioned upon Plan and the Executive signing a timely and effective Employee Release following termination of the LLC Agreement, as applicable. The Executive’s employment hereunderrights with respect to indemnification shall be in accordance with Section 12 hereof.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days prior written notice to the Executive. If the Company terminates the Executive’s employment other than for Cause prior to the date that is three (3) months after the Effective Date, the Executive shall be entitled to the Final Compensation only. In the event of such terminationtermination on or after the date that is three (3) months after the Effective Date, in addition to any Final CompensationCompensation due to the Executive, then until the conclusion of Company will pay the Executive (i) severance pay, at the same rate as the Base Salary, for a period of eighteen twelve (1812) months following the date of termination of her employment, (ii) an amount equal one (1) times the Executive’s Annual Bonus described in Section 4(b) above for the last completed fiscal year (together with the payments of Base Salary (the “Severance Pay PeriodPayments”), the Company shall pay the Executive the Base Salary at the rate in effect ) and (iii) continued payment on the date Executive’s behalf of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the required to be paid for Executive’s continued participation in the Company’s group medical and dental planshealth care plan for a period of twelve (12) months following termination, provided that or unless the Executive is entitled to continue employed by another company, and in such participation under applicable law and plan terms. In additioninstance, future payment for the Company shall pay the Executive a bonus health insurance premiums will cease (the “Termination BonusHealthcare Payments” and collectively with the Severance Payments, the “Severance Benefits”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary ). Other than business expenses described in effect on the date of terminationSection 5(a)(iii), or (ii) the Annual Bonus Final Compensation shall be paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment. Any obligation of the Company to provide the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, providedBenefits is conditioned, however, that no Termination Bonus payment shall be made until on the later Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit A (the “Release of Claims”), all of which (including the lapse of the effective period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) day following the date of the Employee Release or the date the Employee Release, signed by termination and on the Executive, is received by ’s continued compliance with the Chair obligations of the BoardExecutive to the Company and its Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. The Base Salary payment Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company Company, and will begin at (B) the Healthcare Payments shall be paid monthly, and in both cases with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payroll period which is at least five business payday for executives that follows the expiration of sixty (60) calendar days following the later of the effective date of the Employee Release or from the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderterminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive, the Company or any of its Affiliates to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any such adverse consequences under the ACA or Section 105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of for the period of eighteen two (182) months years following the date of termination (the “Severance Pay Period”)termin­ation, the Company shall provide the Executive Severance Benefits as follows: (i) the Company will pay the Executive Severance Pay equal to the sum of (A) the Base Salary at the annual rate in effect on the date of termination and, and (B) the Executive’s target Annual Bonus determined in accordance with Section 4(b) hereof and (ii) subject to any employee contribution applicable to the Executive on the date of termination, the Company shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsterms and pays the remainder of such premium cost, and any required administrative fee, in a timely manner from month to month. In addition, Any obligation of the Company shall pay to the Executive hereunder is conditioned, however, on the Executive signing and returning to the Company a bonus timely and effective release of claims in the form provided by the Company (the “Termination BonusRelease of Claims”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable Release of Claims required for separation benefits in up accordance with Section 5(d) or Section 5(e) hereof creates legally binding obligations on the part of the Executive and the Company and its Affiliates therefore advise the Executive to two equal installments at seek the time each year during advice of an attorney before signing the Release of Claims. Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable on a pro-rated basis at the Company’s regular payroll periods and in accordance with the its normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five (5) business days following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the BoardCompany, but the first payment shall be retroactive to next business day following the date of termination. In the event of that Executive is entitled to receive benefits upon termination hereunderunder any other agreement with, payment by or plan or policy of, the Company of any amounts that may Company, he shall be due entitled to receive either the Executive benefits under this Section 5(d) shall constitute the entire obligation Agreement or under such other agreement, but not both, on an individual benefit basis, as he selects (“No Duplication of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunderBenefits”).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensationtermination during the Term, then until the conclusion of Company (i) shall pay Executive (A) the period of eighteen Final Payment, (18B) severance pay in an amount equal to twelve (12) months following the date of termination (the “Severance Pay Period”)Base Salary, the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on at the date of termination, ; and (ii) shall continue to contribute reimburse Executive a monthly amount equal to the premium cost amount the Company contributes from time to time to group medical, dental and/or vision insurance premiums (as applicable) for its active employees (the “Monthly Premium Payment”), until the earlier of (x) the end of the Executive’s Severance Period (as defined below) or (y) the date Executive and his dependents are no longer entitled to coverage under COBRA or Company plans (the “COBRA Period”); provided that Executive (I) timely elects to continue his participation and that of his eligible dependents in the Company’s group medical and dental such plans, provided that the Executive (II) is entitled to continue such participation under applicable law and plan termsterms and (III) pays the remainder of the premium cost from month to month in accordance with the schedule established by the Company. In addition, Any obligation of the Company shall pay the to Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of under clause (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) hereof, exclusive of any Final Payment due, however, shall be reduced by any other payments from the Annual Bonus paid Company to which Executive is entitled as a result of termination and is conditioned on Executive signing and delivering to the Executive Company, not later than the earlier of the following dates, inclusive of the end of any applicable revocation period (the “Release Deadline”) (a) thirty (30) days after termination of employment or (b) the deadline for consideration and execution thereof specified in the immediately preceding fiscal year reasonable form of release of claims to be provided to Executive by the Company at the time Executive’s employment terminates (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0“Employee Release”). The Termination Bonus Severance pay to which Executive is entitled hereunder shall be payable in up to two equal installments pro-rata at the time each year Company’s regular payroll periods during the twelve (12) month period immediately following termination of Executive’s employment (the “Severance Pay Period that annual bonuses are paid Period”), with the first payment being made on the Company’s next regular payday following the Release Deadline, but retroactive to Company executives generally under its executive incentive plan, the next business day following the date of termination of employment; provided, however, that no Termination Bonus payment shall will be made until the later of prior to the effective date of the Employee Release or and that if at the date the Employee Releaserelevant time Executive is a Specified Employee, signed by the Executive, is received by the Chair so much of the Board. The Base Salary payment amounts payable hereunder as constitutes nonqualified deferred compensation subject to which Section 409A of the Executive is entitled hereunder shall Code and that would be payable during the six-month period following Executive’s termination shall instead be accumulated and paid in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned a single lump sum upon the Executive signing a timely and effective Employee Release following termination day after the conclusion of the Executive’s employment hereundersuch six-month period.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen thirty-six (1836) months following the date of termination (the “Severance Pay Period”), the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) three times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two three equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardW. Xxxxxx Xxxx. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardW. Xxxxxx Xxxx, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall continue to pay the Executive the Base Salary, at the highest rate in addition effect at any time during the two (2) year period prior to Final Compensationand including the date of termination, then until and the conclusion automobile allowance at the rate provided in Section 4.5 and shall continue to pay the premium cost of the life and long term disability insurance provided under Section 4.6 hereof, in each case for a period of eighteen twelve (1812) months following from the date of termination (the “Severance Pay Period”), the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination ) and, subject to any employee contribution applicable to the Executive on the date of terminationactive employees generally, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plansplans during the Severance Pay Period, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, The obligations of the Company shall pay the to Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of hereunder, however, are conditioned upon the Executive’s Base Salary in effect on signing a release of claims (other than claims relating to the date of termination, or (ii) the Annual Bonus paid Company’s continuing obligations to the Executive under this Agreement in the immediately preceding fiscal year (or if no such Annual Bonus was paid a form satisfactory to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later within twenty-one (21) days of the effective date he receives notice of the Employee Release termination of his employment or the date he receives said release of claims, whichever is later, and upon his not revoking the Employee Releaserelease of claims thereafter. All payments under this Section 5.4 will be in the form of salary continuation, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company Company, and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair release of the Boardclaims, but shall be retroactive to next business day following the date of termination. In the event All obligations of termination hereunder, payment by the Company of any amounts that may be due the to Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is 5.4, however, are conditioned upon the Executive Executive’s signing a timely and effective Employee Release following release of claims in a form satisfactory to the Company within twenty-one (21) days of the date he receives notice of termination of his employment or the Executivedate he receives said release of claims, whichever is later, and upon his not revoking the release of claims thereafter. All severance payments under this Section 5.4 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s employment hereundernext regular payroll period following the effective date of the release of claims, but shall be retroactive to the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, then until the conclusion Executive, as compensation for his satisfying of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”)those conditions, the Company shall pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable be entitled to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, following: (i) the Company shall pay the Executive a bonus (Final Pro-Rated Bonus for the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to in which the Executive in the preceding fiscal yearDate of Termination occurs, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive planplan or, providedif later, however, that no Termination Bonus payment shall be made until on the tenth (10th) business day following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the Board. The Board on behalf of the Company; (ii) the Company shall provide the Executive compensation for the period of eighteen (18) months following the Date of Termination at the rate of one-twelfth of the Base Salary payment to which per month, commencing on the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which Company payday for its executives that is at least five (5) business days following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the Board, but shall be with the first payment being retroactive to next business the day immediately following the date Date of termination. In the event of termination hereunder, payment by Termination; and (iii) the Company will pay the full premium cost of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to health and dental plan coverage for the Executive and any obligation his qualified beneficiaries until the earliest to occur of the Company to conclusion of the period defined in clause (ii) immediately above or the date the Executive hereunder is conditioned upon becomes eligible for participation in health and dental plans of another employer or the date the Executive signing ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that in order to be eligible for the Company’s payments hereunder the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and effective Employee Release following termination dental plans under COBRA. Any equity in the LLC held by the Executive on the Date of Termination shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable. The Executive’s employment hereunderrights with respect to indemnification shall be in accordance with Section 12 hereof.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final CompensationCompensation and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then until the conclusion of the a period of eighteen six (186) months following the date of termination (the “Severance Pay Period”)termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s 's participation in the Company’s 's group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsterms and provided that the Company's obligation to contribute to such premium cost shall terminate on the date that the Executive becomes eligible to enroll in the group medical and dental plans of a new employer if this occurs prior to the end of the six-month period. In addition, Any obligation of the Company shall pay to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a bonus timely and effective release of claims in the form provided by the Company (the “Termination Bonus”"Release of Claims"). The Release of Claims required for separation benefits in accordance with Section 5(d) equal to one and one-half (1.5or Section 5(e) times hereof creates legally binding obligations on the lesser of (i) 60% part of the Executive’s , and the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney before signing it. Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall be made until the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company Company, and will begin at the Company’s 's next regular payroll period which is at least five business days following the later of the effective date of the Employee Release of Claims or the date the Employee ReleaseRelease of Claims, signed by the Executive, is received by the Chair of the BoardCompany, but the first payment shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final CompensationCompensation and provided that no benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, then until the conclusion of the a period of eighteen twelve (1812) months following the date of termination (the “Severance Pay Period”)termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to if the Executive is enrolled in the Company’s medical and dental plans on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical termination and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, if the Executive elects to continue his participation and that of his eligible dependents in those plans for a period of time under the federal law known as “COBRA,” then, until the conclusion of the twelve (12) month period following the Executive’s termination (“Benefit Continuation Period”), or, if earlier, until the date the Executive becomes eligible to receive comparable benefits from a subsequent employer, the Company shall pay the will reimburse Executive a bonus (the “Termination Bonus”) an amount equal to one and one-half (1.5) times the lesser of (i) 60% COBRA premium cost of the Executive’s Base Salary in effect on coverage and that of his eligible dependents under those plans. The Executive is required to notify the date Company immediately if he becomes eligible for comparable coverage through subsequent employment during the Benefit Continuation Period and to repay promptly any excess contributions made by the Company. Any obligation of termination, or (ii) the Annual Bonus paid Company to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, providedhereunder is conditioned, however, that no Termination Bonus payment shall be made until upon the Executive signing a release of claims in the form provided by the Company (the “Employee Release”) within twenty-one days (or such greater period as the Company may specify) following the later of the effective date on which the Executive (or, in the case of termination by the Executive for Good Reason, the Company) receives notice of termination of employment or the date the Executive receives a copy of the Employee Release or and upon the date Executive not revoking the Employee Release, signed by the Executive, is received by the Chair of the BoardRelease in a timely manner thereafter. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In Should such termination occur subsequent to the event closing of such terminationthe Series B financing round or its equivalent, in addition to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”), the Company shall provide Executive severance pay equal to the Executive sum of the Base Salary at the rate in effect on the date of termination andand the Target Bonus (“Severance Pay”), subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (the “Termination Bonus”) equal to one and one-half (1.5) times the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two approximately equal installments at the time each year Company’s regular paydays for its executives during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, period from the date of termination through the one (1) year anniversary thereof; provided, however, that no Termination Bonus payment if required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the timing of such payments shall be made until adjusted as necessary to comply with Section 409A. The Company shall also pay executive all accrued compensation and pro-rated bonus through the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Boardtermination. The Base Salary payment to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices Any obligation of the Company to Executive hereunder is conditioned, however, on Executive signing a timely and will begin effective release of claims. The first installment of the Severance Pay shall be due and payable at the Company’s next regular payroll period payday which is at least five (5) business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the BoardCompany, but shall be retroactive to the next business day following the date of termination. In ; provided, however, that if required by Section 409A, the event first installment of termination hereunder, payment by the Severance Pay shall be due and payable at the Company’s first regular payday as permitted pursuant to Section 409A. Should the Company terminate executive other than for cause, Company shall be obligated to offer to purchase all Company stock beneficially owned by executive at the most recent per-share price of any amounts that class of stock concurrent with termination. If Company does not comply with this obligation to purchase, termination other than for cause shall not take effect. Executive, at his sole option, may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company elect to the Executive and any obligation of the Company sell some or all shares beneficially held pursuant to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereundersuch offer.