Common use of Compensation Upon Termination or During Disability Clause in Contracts

Compensation Upon Termination or During Disability. (a) If Executive’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangement. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation accrued and unpaid incentive compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, Compensation payable for the remaining length of the Period of Employment after the Date of TerminationTermination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months (the “Severance Amount”)months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationsuch period, the Company shall be entitled to set-off against the remaining Severance Amount fifty seventy-five percent (5075%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such periodemployer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), ) (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation paymentsaccrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs, at which point . All stock-based grants and awards held by Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for be treated upon the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b)Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a5 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding terminationplus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive’s Average 's current Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months Compensation (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the installments over twelve (12) month period ending on the first anniversary of the Date of Terminationmonths, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)arrears. For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);; and

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation accrued and unpaid incentive compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, Compensation payable for the remaining length of the Period of Employment after the Date of TerminationTermination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months (the “Severance Amount”)months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationsuch period, the Company shall be entitled to set-off against the remaining Severance Amount fifty seventy-five percent (5075%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such periodemployer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);.

Compensation Upon Termination or During Disability. (a) If the Executive’s 's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, Employer shall pay in a lump sum amount to such person as Executive he shall designate in a notice filed with the Company orEmployer, or if no such person is shall be designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicablehis estate as a lump sum benefit, his Adjusted Base Salary, full Salary to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, death in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which the Executive’s 's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan or arrangement shall be governed life insurance policy or similar plan or policy then maintained by the terms Employer, and such payments shall, assuming the Employer is in compliance with the provisions of such plan or arrangementthis Agreement, fully discharge the Employer's obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Executive, shall remain in effect. (b) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, the Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), other compensation until the Executive’s 's employment is terminated due pursuant to disability in accordance with Subparagraph 6(b) Section 6.2 of this Agreement, or until the Executive terminates his employment in accordance with Subparagraph 6(e)pursuant to Section 6.4(a) of this Agreement, whichever first occurs. After termination, the Executive shall be paid, in equal monthly installments, 100% of his Salary and other compensation, at the rate in effect at the time Notice of Termination is given, for one year, and thereafter for one additional year at an annual rate equal to 50% of the Salary and other compensation which point would have been in effect under this Agreement, plus, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Employer; provided, however, that any payments hereunder becoming due and owing during the Final Renewal Term shall be limited to that portion of the installments (whether based upon 100% or 50% of the compensation rate) payable or becoming payable to the Executive on or before the expiration of the Final Renewal Term. To the extent physically and mentally capable of so doing without potentially impairing or damaging his health, the Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior provide consulting services to the Date of Termination. Upon termination due Employer during the period that he is receiving payments pursuant to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applythis Section 9(b). (c) If the Executive’s 's employment is shall be terminated by for Cause, the Employer shall pay the Executive his full Salary and other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, compensation through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensationthe Employer shall, if anyassuming the Employer is in compliance with the provisions of this Agreement, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations with respect to Executive except as otherwise expressly provided Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of including the Company in which obligations to indemnify, defend and hold harmless the Executive, at the Date of Termination, has a vested interest, unless otherwise provided shall remain in such employee benefit plan or any agreement or other instrument attendant theretoeffect. (d) If (A) in breach of this Agreement, the Employer shall terminate the Executive's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is disputed and finally determined not to have been proper shall be a termination by the Employer in breach of this Agreement), including as a result of a Change of Control, and/or (B) the Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d)at any time within six months after a Change of Control, then the Company shall, Employer shall pay to the Executive: (i) his full Salary and other compensation through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,given; (iii) the Company shall continue Executive’s compensation at a rate equal for periods subsequent to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but Termination (in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount lieu of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled further payments pursuant to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);Section

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, accrued and unpaid incentive compensation payments under Subparagraph 3(a3(b), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b7(b) or until Executive terminates his employment in accordance with Subparagraph 6(e7(f), whichever first occurs, at which point . All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensationhave one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a8 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e7(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e7(f) or if Executive’s 's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Base-Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, incentive compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue pay Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after on the Date of Termination, but such additional amounts to which Executive may be entitled in no event for fewer than twenty-four (24) months accordance with the Company's then current severance policies (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; providedprovided that, howeverat a minimum, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against receive an amount in a lump sum (the remaining "Minimum Severance Amount fifty percent (50%Amount") of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled equal to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number times the sum of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);Executive's

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangement. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a8 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e7(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, Compensation payable for the remaining length of the Period of Employment after the Date of TerminationTermination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months (the “Severance Amount”)months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationtermination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, furtherprovided further that, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following ending on the first second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation Incentive Compensation under Subparagraph 3(a3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 5 and 5 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e7(e);.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation accrued and unpaid incentive compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, Compensation payable for the remaining length of the Period of Employment after the Date of TerminationTermination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months (the “Severance Amount”)months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationsuch period, the Company shall be entitled to set-off against the remaining Severance Amount fifty seventy-five percent (5075%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such periodemployer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) If Executive’s the Employee's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, Employer shall pay in a lump sum amount to such person as Executive he shall designate in a notice writing filed with the Company orEmployer, or if no such person is shall be designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicablehis estate as a lump sum benefit, his Adjusted Base Salary, full Salary to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary death in addition to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior any payments to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s Employee's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan or arrangement shall be governed life insurance policy or similar plan or policy then maintained by the terms Employer, and such payments shall, assuming the Employer is in compliance with the provisions of such plan or arrangementthis Agreement, fully discharge the Employer's obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect. (b) During any period that Executive the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive the Employee shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s the Employee's employment is terminated due pursuant to disability in accordance with Subparagraph 6(b) Section 6.2 of this Agreement, or until Executive the Employee terminates his employment in accordance with Subparagraph 6(e)pursuant to Section 6.4(a) of this Agreement, whichever first occurs. After termination, the Employee shall be paid, in equal monthly installments, 100% of his Salary, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if anythe rate in effect at the time Notice of Termination is given, for one year, and thereafter for one additional year at an annual rate equal to 50% of the fiscal year preceding termination Salary which would have been in effect under this Agreement, plus, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Employer to its executive officers. To the extent physically and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period mentally capable of one (1) year following the Date of Terminationso doing without potentially impairing or damaging his health, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior provide consulting services to the Date of Termination. Upon termination due Employer during the period that he is receiving payments pursuant to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applythis Section 9(b). (c) If Executive’s the Employee's employment is shall be terminated for Cause or terminated by Executive other than for the Employee without Good Reason as provided in Subparagraph 6(e)prior to or more than twelve months after, then a Change of Control, the Company shall, Employer shall pay the Employee his full Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensationthe Employer shall, if anyassuming the Employer is in compliance with the provisions of this Agreement, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations with respect to Executive except as otherwise expressly provided Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, provided any such termination including the obligations to indemnify, defend and hold harmless the Employee, shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company remain in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretoeffect. (d) If Executive terminates (A) in breach of this Agreement, the Employer shall terminate the Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is disputed and finally determined not to have been proper shall be a termination by the Employer in breach of this Agreement), including as a result of a Change of Control, and/or (B) the Employee shall terminate his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d)at any time within twelve months after a Change of Control, then the Company shall, Employer shall pay to the Employee: (i) his full Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, given; (ii) for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory periods subsequent to the Company,Date of Termination (in lieu of any further payments pursuant to Section 3 of this Agreement), Severance Pay (as hereinafter defined), payable on the first day following the Date of Termination, as follows: (A) if (i) the Company shall continue Executive’s compensation Employee, with or without Good Reason, terminates his employment at any time within twelve months after a rate Change of Control; or (ii) the Employee's employment is terminated either by the Employee for Good Reason or by the Employer other than pursuant to Sections 6.2 or 6.3 hereof, a lump sum amount equal to the sum highest of Executive’s Average Base Salary (x) $300,000 or (y) three (3) times total compensation (including value of the stock options granted during such period) earned by the Employee during the twelve month period prior to such Date of Termination ("Severance Pay"); and (iii) all other damages to which the Employee may be entitled as a matter of law or equity as result of the termination of his Average Incentive Compensationemployment under this Agreement, payable including all costs and expense and expenses incurred by him (including attorneys fees) in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement. (e) In the event of a termination of this Agreement by the Employee as a result of a Change of Control pursuant to which the Severance Pay is as set forth above in Section 9(d), the Severance Pay shall be the average taxable compensation of the Employee for the remaining length five taxable years prior to such termination or such higher amount as may be permitted by the Internal Revenue Service to compute "base amount" for purposes of Section 280G of the Period Internal Revenue Code of Employment 1986 (as amended) multiplied by three (but in no event may this amount exceed Severance Pay as provided by Section 9(d) of this Agreement unless agreed to by the Employee). In the event of a termination of this Agreement by the Employee as a result of a Change of Control the amount payable pursuant to Section 9(d) shall be increased so that after payment of any excise tax the Employee shall receive the amount specified in Section 9(d). The Employee shall be entitled to initially receive the entire amount provided for in Section 9(d) and shall not be required to repay to the Employer any amount which is ultimately and finally determined by the Internal Revenue Service (or an appropriate court) to have been in excess of the permitted amount and the Employer agrees to use its best efforts to support the Employee's position that such payments are not subject to excise tax in any dealings with the Internal Revenue Service any in any appropriate legal proceedings. (f) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another employer or business or by profits earned by the Employee from any other source at any time before and after the Date of Termination. (g) The Employer will require any successor (whether direct or indirect, but by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no event for fewer than twenty-four (24) months (such succession had taken place. Failure of the “Severance Amount”). The Severance Amount Employer to obtain such Agreement prior to the effectiveness of any such succession shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending same amount and on the first anniversary same terms as he would be entitled to under Section 9(d)(ii)(B) if he terminated his employment for Good Reason, except for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that . As used in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” "Employer" shall mean the average of Employer and any successor to its business and/or assets which executes the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years Agreement or such fewer number of complete fiscal years as Executive may have been employed which otherwise becomes bound by the Company. For purposes terms and conditions of this Agreement, “Average Incentive Compensation” shall mean the average Agreement by operation of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);law.

Compensation Upon Termination or During Disability. (a) If Executive’s the Employee's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, Employer shall pay in a lump sum amount to such person as Executive he shall designate in a notice filed with the Company orEmployer, or if no such person is shall be designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicablehis estate as a lump sum benefit, his Adjusted Base Salary, full Salary to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary death in addition to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior any payments to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s Employee's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan or arrangement shall be governed life insurance policy or similar plan or policy then maintained by the terms Employer, and such payments shall, assuming the Employer is in compliance with the provisions of such plan or arrangementthis Agreement, fully discharge the Employer's obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect. (b) During any period that Executive the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive the Employee shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s the Employee's employment is terminated due pursuant to disability in accordance with Subparagraph 6(b) Section 6.2 of this Agreement, or until Executive the Employee terminates his employment in accordance with Subparagraph 6(e)pursuant to Section 6.4(a) of this Agreement, whichever first occurs. After termination, the Employee shall be paid, in equal monthly installments, 100% of his Salary, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if anythe rate in effect at the time Notice of Termination is given, for one year, and thereafter for one additional year at an annual rate equal to 50% of the fiscal year preceding termination Salary which would have been in effect under this Agreement, plus, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Employer. To the extent physically and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period mentally capable of one (1) year following the Date of Terminationso doing without potentially impairing or damaging his health, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior provide consulting services to the Date of Termination. Upon termination due Employer during the period that he is receiving payments pursuant to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applythis Section 9(b). (c) If Executive’s the Employee's employment is shall be terminated by Executive other than for Good Reason as provided in Subparagraph 6(e)Cause, then the Company shall, Employer shall pay the Employee his full Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensationthe Employer shall, if anyassuming the Employer is in compliance with the provisions of this Agreement, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations with respect to Executive except as otherwise expressly provided Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, provided any such termination including the obligations to indemnify, defend and hold harmless the Employee, shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company remain in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretoeffect. (d) If Executive terminates (A) in breach of this Agreement, the Employer shall terminate the Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is disputed and finally determined not to have been proper shall be a termination by the Employer in breach of this Agreement), including as a result of a Change of Control, or (B) the Employee shall terminate his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d)at any time within twelve months after a Change of Control, then the Company shall, Employer shall pay to the Employee: (i) his full Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, given; (ii) for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory periods subsequent to the Company, Date of Termination (i) the Company shall continue Executive’s compensation at a rate equal in lieu of any further payments pursuant to the sum Section 3 of Executive’s Average Base Salary and his Average Incentive Compensationthis Agreement), Severance Pay (as hereinafter defined), payable for on the remaining length of the Period of Employment after first day following the Date of Termination, but in no event as follows: (A) if the Employee, without Good Reason, terminates his employment at any time within twelve months after a Change of Control (provided that if the Change of Control is pursuant to Section 6.4.2(b) of this Agreement, it is ascertainable on the date of such Termination that such Change of Control has occurred), or if, prior to and not as a result of a Change of Control, the Employee's employment is terminated either by the Employee for fewer than twenty-four (24) months (Good Reason or by the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer Employer other than pursuant to Sections 6.2 or 6.3 hereof, a lump sum amount equal to the Company highest of (a) $1,250,000 or (b) total compensation (including the value of all perquisites, such as health and life insurance and car allowance, etc.) received or earned by the Employee from the Employer during the twelve months prior to the Termination Date, multiplied by five (5), or (B) if after or as a result of a Change of Control, the Employee's employment is terminated either by the Employee for Good Reason or by the Employer other than pursuant to Sections 6.2 or 6.3 hereof, a lump sum amount equal to ten (10) times: (i) the total compensation, (including the value of all perquisites, such as health and life insurance and car allowance, etc.) and (ii) the value of all stock options, granted to Employee by the Employer, during the twelve (12) month period ending months prior to such Date of Termination (in case of either (ii)(A) or (ii)(B), "Severance Pay"); and (iii) all other damages to which the Employee may be entitled as result of the termination of his employment under this Agreement, including all legal fees and expenses incurred by him in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement. The amount (if any) payable pursuant to this Section 9(d) (the "Severance Total") shall be increased by an amount (the "Increase") sufficient so that after the payment by the Employee of (A) any income taxes on the first anniversary Increase and (B) any excise tax on the sum of (I) the Severance Total and (II) the Increase, the Employee shall have received an amount (net of such taxes) equal to the Severance Total. The Employee shall be entitled to receive initially the entire Severance Total (together with any such additional payments required to cover any excise and income taxes payable on said amount) and shall not be required to repay to the Employer any amount which is ultimately and finally determined by the Internal Revenue Service (or an appropriate court) to have been in excess of the amount permitted to be received without incurring such excise tax, and Employer agrees to use its best efforts to support the Employee's position that such amounts are not subject to excise tax in any dispute with the Internal Revenue Service or in any other administrative or judicial proceedings. (iv) The value of the stock options described above will be determined using a Black-Scholes valuation methodology by an investment bank reasonably acceptable to both Company and Employee. The fees for such valuation will be paid by the Company. (e) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another employer or business or by profits earned by the Employee from any other source at any time before and after the Date of Termination. (f) The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company business and/or assets of the Employer, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the same amount and on the same terms as he would be entitled to set-off against hereunder if he terminated his employment for Good Reason, except for purposes of implementing the remaining Severance Amount fifty percent (50%) of foregoing, the amount of date on which any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of succession becomes effective shall be deemed the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of As used in this Agreement, “Average Base Salary” "Employer" shall mean the average of Employer and any successor to its business and/or assets which executes the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years Agreement or such fewer number of complete fiscal years as Executive may have been employed which otherwise becomes bound by the Company. For purposes terms and conditions of this Agreement, “Average Incentive Compensation” shall mean the average Agreement by operation of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);law.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, accrued and unpaid incentive compensation payments under Subparagraph 3(a3(b), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e6(f), whichever first occurs, at which point . All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of have one (1) year following from the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(aor remaining (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Base-Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, incentive compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims (other than continuing rights under this Agreement in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, payable Compensation for the remaining length term of the Period of Employment after the Date of Termination, Agreement (but in no event for fewer not less than twenty-four (24) months months) (the “"Minimum Severance Amount”") or such longer period provided by the Company's then current severance polices (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationsalary continuation, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) amount of salary continuation by the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company employer. Such salary continuation shall be entitled payable in equal installments, in advance, on a quarterly basis. The amount payable in each quarter will not be subject to any set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by so long as Executive from such employer during such period. From time certifies in writing prior to time, Executive may be asked to certify to the Company each quarterly payment that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreementsengagements). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all salary continuation payments shall immediately cease. For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);or

Compensation Upon Termination or During Disability. (a) If Executive’s the Employee's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, shall pay in a lump sum amount to such person as Executive the Employee shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive’s estatehis estate as a lump sum death benefit, Executive’s accrued and unpaid an amount equal to (i) the sum of (A) the highest annual rate at which his Base Salary or, if applicable, his Adjusted Base Salary, hereunder was paid prior to the date of his death plus (B) the highest annual bonus paid or payable for any of the three years prior to the date of death, plus accrued and unpaid Incentive Compensationmultiplied by (ii) the lesser of (A) two or (B) the number of days remaining in the Term of this Agreement divided by 360. So long as the Employee is employed hereunder, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For subject to availability at a period of one (1) year following the Date of Terminationcost which does not reflect any abnormal health or other risks, the Company shall pay such health purchase and maintain insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior on the life of the Employee with death benefits thereunder payable to the Date of TerminationEmployee's designated beneficiary or estate which are at least equal to the death benefit provided for in the preceding sentence. Such payments, death benefit shall be exclusive of and in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spousethe Employee's widow, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan or arrangement shall be governed maintained by the terms of such plan or arrangementCompany for its executive officers generally. (b) During any period that Executive the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive the Employee shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted full Base Salary at the rate in effect at prior to the time Notice date of such incapacity until the Date of Termination if the Employee's employment is given, and accrued and unpaid Incentive Compensation, if any, terminated pursuant to Section 7(b) hereof. (c) If the Employee's employment shall be terminated for the fiscal year preceding termination. ThereafterCause as provided in Section 7(c) hereof, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of pay the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates Employee his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory Company shall have no further payment obligations to the Company,Employee under this Agreement. (d) If the Company shall terminate the Employee's employment other than pursuant to Sections 7(a), 7(b) or 7(c) hereof or if the Employee shall terminate his employment pursuant to Section 7(d)(i) or 7(d)(ii) hereof, then (i) the Company shall continue Executive’s compensation at a rate equal to pay the sum of Executive’s Average Employee his full Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after plus any accumulated vacation pay through the Date of Termination, but Termination at the rate in no event effect at the time Notice of Termination is given; and (ii) in lieu of any further payments to the Employee for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of periods subsequent to the Date of Termination, the Company shall be entitled make a severance payment to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other Employee not later than the Company during the twelve (12) month period tenth business day following the first anniversary of the Date of Termination, in a lump sum amount equal to (A) the sum of (x) the highest annual rate at which his Base Salary hereunder was paid prior to the Date of Termination plus (y) the highest annual bonus paid or payable for any of the three years prior to the Date of Termination, multiplied by (B) the lesser of (x) two or (y) the number of days remaining in the Term of this Agreement divided by 360; provided, however, that if the Employee shall terminate his employment upon a Change in Control of the Company pursuant to clause (D) of Section 7(d)(i), then such lump sum amount shall equal three times the aggregate of (x) the highest annual rate at which the Employee's Base Salary was paid prior to Date of Termination plus (y) the highest amount of any annual bonus paid or payable to the Employee during the three years prior to the Date of Termination. The Employee shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. (e) If the Employee terminates this Agreement pursuant to Section 7(d)(iii) hereof, the Employee shall receive his full Base Salary through the Date of Termination including any accrued vacation days at the rate then in effect and the Company shall have no further payment obligations to the Employee under this Agreement. (f) Unless the Employee is terminated for Cause or the Employee's employment is terminated pursuant to Section 7(a) or 7(d)(iii) hereof, the Employee shall be entitled to set-off against continue to participate, for a period which is the lesser of two years from the Date of Termination or the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes Term of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years in such health-and-accident plan or such fewer number of complete fiscal years arrangement as Executive may have been employed is made available by the CompanyCompany to its executive officers generally. For purposes of this Agreement, “Average Incentive Compensation” The Employee shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall not be entitled to participate in any other employee benefit plan or arrangement of the Severance Amount only if he provides Company following the Notice Date of Termination except as expressly provided by the terms of any such plan. (g) The Company will reimburse the Employee for in Subparagraph 6(f) within thirty (30) days after the occurrence Federal excise tax, if any, which is due pursuant to Section 4999 of the event or events which constitute such Good Reason Internal Revenue Code of 1986, as specified amended, on the compensation payments (but not this reimbursement payment) described in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);this Agreement.

Compensation Upon Termination or During Disability. (a) If Executive’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay reimburse such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangementarrangement subject to compliance with Code Section 409A. Such payments, in the aggregate, shall fully discharge the Company’s obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation paymentsaccrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs, at which point . Any such payments shall be made upon Executive’s Separation from Service to the extent required by Section 409A. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. In the event that Executive’s employment is terminated due to disability in accordance with subparagraph 4(b), then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay reimburse Executive for such health insurance premiums as may be necessary to allow Executive, Executive and Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a5(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding terminationplus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the CompanyCompany (the “Release”) within 21 days (or 45 days if such longer period is required by applicable law) following termination and such Release becoming effective in accordance with its terms following the lapse of any applicable revocation period, (i) the Company shall continue Executive’s compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive’s Average current Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months Compensation (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the biweekly installments over twelve (12) month period ending months, in arrears in accordance with the Company’s normal payroll schedule for salaried employees commencing on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period pay day following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive 60th day after Executive’s Separation from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyService. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);; and

Compensation Upon Termination or During Disability. In the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows: (a) If Executive’s employment terminates by reason In the event of his deathtermination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the Company shallemployee benefit, within ninety (90) days of deathretirement, pay and compensation plans and other perquisites as provided in a lump sum amount to such person as Executive shall designate in a notice filed with the Company orsections 5, if no such person is designated6 and 7 hereof, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to through the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, specified in the aggregatenotice of termination. Any benefits payable under insurance, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoinghealth, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement retirement and bonus plans as a result of Employee's participation in such plans through such date shall be governed by the terms of such plan or arrangementpaid when due under those plans. (b) During any period that Executive fails In the event of termination pursuant to perform his duties hereunder subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of incapacity Employee's participation in such plans through such date shall be paid when due to physical or mental illnessunder those plans. In addition, Executive Employee shall continue be entitled to receive his accrued and unpaid Base Salary orfrom Employer after the date of termination as severance, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior lump sum amount equal to the Date of Termination. Upon termination due Base Compensation then payable to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applyEmployee for twelve month period. (c) If Executive’s employment is terminated by Executive In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other than for Good Reason perquisites as provided in Subparagraph 6(e)sections 5, then 6 and 7 hereof, (i) in the Company shallevent of Employee's death, through the Date date of Terminationdeath, pay Executive his accrued or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate bonus plans as a result of Employer's participation in effect at the time Notice such plans through such date shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further Employer's remaining obligations to Executive except as otherwise expressly provided Employee under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation accrued and unpaid incentive compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, Compensation payable for the remaining length of the Period of Employment after the Date of TerminationTermination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months (the “Severance Amount”)months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationsuch period, the Company shall be entitled to set-off against the remaining Severance Amount fifty seventy-five percent (5075%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such periodemployer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyCompany and the Previous Employer. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyCompany and the Previous Employer. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. Upon termination of employment or during a period of disability, Executive shall be entitled to the following benefits: (a) If Executive’s 's employment terminates is terminated during the Term by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums to Executive's estate Executive's Base Compensation as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed though employment was were terminated by the terms of such plan or arrangementCompany without Cause (the "Continued Compensation Period"), and the bonus for the bonus period in which the Termination Date occurs. Thereafter, the Company and its affiliates shall have no further obligations to Executive, other than as provided in this Agreement. (b) During any period that Executive fails to perform his full-time duties hereunder with the Company as a result of incapacity due Disability, Executive shall continue to physical or mental illnessreceive Base Compensation during such period, and the bonus for the bonus period in which the Disability occurs. During such period that Executive fails to perform his full-time duties with the Company as a result of Disability, Executive shall continue to receive all compensation payable to Executive and Company's Disability benefit programs then in effect during such period, unless and until this Agreement shall be terminated pursuant to Section 4(b) of this Agreement. (c) If Executive's employment is terminated during the Term by reason of Disability, Executive shall continue to receive his accrued Base Compensation through the Continued Compensation Period and unpaid Base Salary orthe bonus for the bonus period in which the Termination Date occurs. Executive shall also continue to receive all compensation payable under the Company's Disability benefit programs then in effect through the expiration of the Term; thereafter, if applicablebenefits shall be determined under the retirement, his Adjusted Base Salary insurance and Incentive Compensation payments, if any, under Subparagraph 3(aother compensation programs (other than the bonus arrangements described in Section 3(b) of this Agreement of the Company then in effect in accordance with the terms of such programs), until . (d) If Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) by the Company for Cause or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For as a period result of one (1) year following the Date of a Voluntary Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to Executive his Base Compensation through the Termination Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date Notice of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company and its affiliates shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (de) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated during the Term by the Company without other than for death, Cause or Disability, or other than as provided in Subparagraph 6(d)a result of a Voluntary Termination, then the Company shall, through the Date of Termination, shall pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal Compensation equal to a one-year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,period. (if) the Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary The Executive and his Average Incentive Compensation, payable Foodbrands may enter into an agreement providing for the remaining length certain rights of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that parties in the event Executive commences any employment with an employer other than of a change of control in the Company during the twelve (12) month period ending ownership of Foodbrands, in which event Executive's rights and obligations on the first anniversary occurrence of the Date of Terminationsuch an event will be governed thereby. (g) In addition to all other amounts payable to Executive under this Section 5, the Company Executive shall be entitled to set-off against receive all benefits payable to Executive under the remaining Severance Amount fifty percent (50%) plans or agreements of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled relating to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify retirement benefits pursuant to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes terms of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);plan.

Compensation Upon Termination or During Disability. (a) If the Executive’s 's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, shall pay in a lump sum amount to such person as Executive he shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicablehis estate as a lump sum death benefit, his Adjusted Base Salaryfull Salary (plus the incentive compensation set forth in Section 5.2 of this Agreement, on a pro rata basis) to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, death in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which the Executive’s 's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan or arrangement shall be governed life insurance policy or similar plan or policy then maintained by the terms Company for his benefit and such payments shall, assuming the Company is in compliance with the provisions of such plan or arrangementthis Agreement, fully discharge the Company's obligations with respect to Section 5 of this Agreement, but all other obligations of the Company under this Agreement, including the obligations to register Executive's Registrable Securities and to indemnify, defend and hold harmless the Executive, shall remain in effect. (b) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, the Executive shall continue to receive his accrued and unpaid Base Salary or(plus the incentive compensation set forth in Section 5.2 of this Agreement, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), on a pro rata basis) until the Executive’s 's employment is terminated due pursuant to Section 13.2 or 13.4(b) of this Agreement, except that the Salary shall be reduced by any amounts the Executive shall receive in disability in accordance with Subparagraph 6(b) or until payments made pursuant to Company funded disability insurance. After termination, the Executive terminates his employment in accordance with Subparagraph 6(eshall receive Severance Pay (as hereinafter defined), whichever first occursreduced by any disability payments otherwise payable pursuant to insurance funded by the Company. To the extent physically and mentally capable of so doing without potentially impairing or damaging his health, at which point the Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, provide consulting services to the Company shall pay such health insurance premiums as may be necessary during the period that he is receiving payments pursuant to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applythis Section 16(b). (c) If the Executive’s 's employment is shall be terminated by Executive other than for Good Reason as provided in Subparagraph 6(e)Cause, then the Company shallshall pay the Executive his full Salary (plus the incentive compensation set forth in Section 5.2 of this Agreement, on a pro rata basis) through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall shall, assuming the Company is in compliance with the provisions of this Agreement, have no further obligation with respect to Section 5 of this Agreement, but all other obligations to Executive except as otherwise expressly provided of the Company under this Agreement, provided any such termination shall not adversely affect or alter including the obligations to register Executive’s rights under any employee benefit plan of 's Registrable Securities and to indemnify, defend and hold harmless the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided shall remain in such employee benefit plan or any agreement or other instrument attendant theretoeffect. (d) If the Company shall terminate the Executive's employment other than pursuant to Sections 13.1, 13.2 or 13.3 hereof, and/or the Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d)Reason, then the Company shall, shall pay to the Executive: (i) his full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensationgiven; (ii) if the Executive's employment is terminated either by the Executive for Good Reason or by the Company other than pursuant to the proper exercise by the Company of its rights pursuant to sections 13.1, if any13.2 or 13.3 hereof, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory periods subsequent to the Company, Date of Termination (iA) a lump sum amount payable on the Company shall continue Executive’s compensation at a rate first day following the Date of Termination, equal to the sum greater of Executive’s Average Base Salary and his Average Incentive Compensation, payable for (1) the remaining length compensation (including the incentive compensation set forth in Section 5.2 of this Agreement) payable to the Executive as though the Agreement had been performed through July 31, 2005 or such later date to which the term of this Agreement has been extended (the "Extension Date") and (2) the total compensation earned by the Executive during the one-year period prior to such Date of Termination ("Severance Pay"); and (B) continuation of all employee benefit plans and immediate vesting of all stock awards and options to the fullest extent permitted by any applicable law and the continued right of the Period Executive to receive all benefits under such plans until the latter of Employment (1) July 31, 2005, or, if this Agreement has been extended, the Extension Date or (2) two year from the Date of Termination; and (iii) all legal fees and expenses incurred by Executive in contesting or disputing any such termination or in successfully seeking to obtain or enforce any right or benefit provided by this Agreement. (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 16 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 16 be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive from any source at any time before or after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s 's obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangement. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company; provided, however, that if Executive has not been employed by the Company for a full fiscal year, then "Average Base Salary" shall mean the actual amount of Base Salary paid to Executive for the immediately preceding fiscal year, which amount shall be annualized as if Executive had been employed by the Company for the entire immediately preceding fiscal year, and if Executive was not employed by the Company during the immediately preceding fiscal year, then "Average Base Salary" shall mean the actual amount of Base Salary paid to Executive for the fiscal year in which termination occurs, which amount shall be annualized as if Executive had been employed for such entire fiscal year. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company; provided, however, that if Executive has not been employed by the Company for a complete fiscal year, then "Average Incentive Compensation" shall mean $350,000. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation accrued and unpaid incentive compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s compensation at a rate provide payments to Executive in an amount equal to the sum of Executive’s 's Average Base Salary and his Average Adjusted Incentive Compensation, Compensation payable for the remaining length of the Period of Employment after the Date of TerminationTermination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months (the “Severance Amount”)months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationsuch period, the Company shall be entitled to set-off against the remaining Severance Amount fifty seventy-five percent (5075%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such periodemployer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). Upon the death of Executive all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation paymentsaccrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, at which point and Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensationhave twelve (12) months from the Date of Termination or the remaining option term, if anyearlier, for to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b)Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive’s 's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applyif any. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan all vested but unexercised stock options held by Executive as of the Company in which Executive, at the Date of TerminationTermination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, has a vested interest, unless otherwise provided if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in such employee benefit plan or any agreement or other instrument attendant theretoaccordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive: (i) the The Company shall continue Executive’s compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive’s Average 's Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after in effect on the Date of Termination, but in no event for fewer than twenty-four (24) months Termination (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment accordance with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus's standard payroll practices. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this AgreementAgreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. Notwithstanding For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to period over which the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);is being paid.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, accrued and unpaid incentive compensation payments under Subparagraph 3(a3(b), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e6(f), whichever first occurs, at which point . All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensationhave one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive’s 's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Base-Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, incentive compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue pay Executive’s compensation , on the Date of Termination, such additional amounts to which Executive may be entitled in accordance with the Company's then current severance policies (the "Severance Amount"), provided that, at a rate minimum, Executive shall be entitled to receive an amount in a lump sum (the "Minimum Severance Amount") equal to the sum of Executive’s 's Average Base Salary and his Average Incentive CompensationCompensation payable for a year and one-half or if termination of employment occurs within the first eighteen (18) months of the Commencement Date, the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the Period of Employment original three-year term after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyCompany or any of Previous Employer. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus Company or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately ceasePrevious Employer. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f), he shall be entitled to the Severance Amount or the Minimum Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f6(g) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e6(f);

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his deathdeath or disability, the Company shall, within ninety (90) days of deathdeath or such disability termination, pay in a lump sum amount to such person as the Executive shall designate (or his surviving spouse in a notice filed with the Company or, if no such person is designated, case of death) an amount equal to the Executive’s estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, . In the case of termination due to the date of his death, plus accrued the Company shall also continue payment of Executive's Base Salary and unpaid Incentive Compensation, if anytarget bonus at the rates in effect at the Date of Termination to Executive's surviving spouse for one (1) year. In either case, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health provide medical and dental insurance premiums coverage to Executive (in the case of disability), Executive's spouse and dependents, on the same terms and conditions as though Executive had remained employed. In addition to the foregoing, any payments to which Executive (or his spouse, beneficiaries, or estate, in the case of death) may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to entitled under any employee benefit plan shall also be paid in accordance with the Date terms of Terminationsuch plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company’s 's obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangementhereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of permanent incapacity due to physical or mental illnessillness or disability, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, the benefits provided under Subparagraph 3(a), until Executive’s employment is terminated due to the Company's then-existing long-term disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, insurance policy for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applysenior executive officers. (c) If Executive’s 's employment is terminated by the Company for Cause as provided in Subparagraph 6(c) or Executive other than for terminates his employment hereunder without Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive in a lump sum amount his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), if Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by with the Company terminates as a result of the expiration of the initial Period of Employment without Cause as provided in Subparagraph 6(d)extension, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given given. Payment of all amounts under this Subparagraph 7(d) is agreed to by the parties hereto to be in full satisfaction, compromise and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding release of any claims arising out of Executive's employment or termination and Pro Rata Incentive Compensation, if any, under thereof pursuant to Subparagraph 3(a6(d) or 6(e). In additionany case, subject to signing by Executive the payment of all such amounts under this Subparagraph 7(d) shall be contingent upon the Employee's compliance with Paragraphs 4 and 5 above and the Executive's delivery of a general release upon termination of claims employment covering all matters arising under or in connection with this Agreement. Such release shall be in a form and manner reasonably satisfactory to the Company,, it being understood that no severance benefits shall be provided unless and until the Executive determines to execute and deliver such release. Subject to the foregoing, the Company shall also provide Executive with the following "Severance Benefits:" (i) the The Company shall continue Executive’s compensation at pay Executive in a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensationlump sum, payable for the remaining length of the Period of Employment after on the Date of Termination, but an amount equal to two (2) times the sum of (A) Executive's current Base Salary and (B) his most recently paid Annual Bonus, or target bonus (whether or not such bonus is earned or would otherwise have been paid) for the year of termination, if higher. (ii) In addition to any other benefits to which Executive may be entitled in no event for fewer than twenty-four (24) months (accordance with the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installmentsCompany's then existing severance policies, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve shall, for a period of two (122) month period ending years commencing on the first anniversary of the Date of Termination, continue to provide family medical and dental insurance coverage to Executive, Executive's spouse and dependents, on the same terms and conditions as though Executive had remained employed. In the event Executive's participation in any medical or dental insurance plan is barred, the Company shall arrange to provide Executive with benefits substantially equivalent to those which Executive would otherwise have received had his participation not been barred; (iii) Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's employee stock option or incentive plans and agreements with Executive pursuant thereto. In addition to the foregoing, all stock options and restricted stock awards shall be deemed fully vested as of the date of termination, and all outstanding option agreements shall be deemed amended to so provide; and (iv) Executive shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount receive reimbursement of any cash compensation received reasonable legal fees or costs incurred by Executive from the new employer during such period; provided, further, that him in the event Executive commences obtaining or enforcing any employment with, right or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received benefit provided by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” except in cases involving frivolous or bad faith litigation initiated by Executive. (e) Nothing contained in the foregoing Subparagraphs 7(a) through 7(d) shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years be construed so as to affect Executive's rights or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes 's obligations relating to agreements or benefits which are unrelated to termination of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);employment.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationtermination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);,

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company Employer shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company Employer or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a)stock options. For a period of one (1) year following the Date of Termination, the Company Employer shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Employer's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, accrued and unpaid incentive compensation payments under Subparagraph 3(a3(b), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b7(b) or until Executive terminates his employment in accordance with Subparagraph 6(e7(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow After Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided due to disability in accordance with Subparagraph 6(e7(b), then the Company shall, through the Date of Termination, Employer shall continue to pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);if

Compensation Upon Termination or During Disability. (a) If the Executive’s 's employment terminates by reason of is terminated due to his death, Executive's estate or other legal representative shall be entitled to receive any installment of the Company shall, within ninety (90) days Base Salary and any accrued reimbursable expenses due in the month of death. In the event of the Executive's death, pay the rights and benefits of the Executive under employee benefit and fringe benefit plans and programs of the Companies will be determined in a lump sum amount to such person as Executive shall designate in a notice filed accordance with the Company or, if no such person is designated, to Executive’s estate, Executive’s accrued terms and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms provisions of such plan or arrangementplans and programs. (b) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessDisability, the Executive shall continue to receive his accrued and unpaid the Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until during such period of Disability. If the Executive’s 's employment is terminated due to disability Disability, the obligation of the Companies to pay the Base Salary shall terminate. If the Executive's employment is terminated due to Disability, the rights and benefits of the Executive under employee benefit and fringe benefit plans and programs of the Companies will be determined in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued the terms and unpaid base salary provisions of such plans and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applyprograms. (c) If the Executive’s 's employment is shall be terminated by Executive for a reason other than for Good Reason as provided in Subparagraph 6(e)Disability, then death or retirement, the Company shall, Companies shall pay the Executive his full Base Salary and any accrued reimbursable expenses through the Date of Termination; provided, pay that, all of such payments shall be subject to the Companies' right of setoff pursuant to Section 7(c) hereof. Any rights and benefits the Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall may have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan and fringe benefit plans and programs of the Company Companies will be determined in which Executive, at accordance with the Date terms of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretoplans and programs. (d) If Executive terminates his the Executive's employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment pursuant hereto is terminated by the Company without Cause due to retirement or as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length result of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary expiration of the Date Term of Terminationthis Agreement, the Company Executive shall be entitled to set-off against receive the remaining Severance Amount fifty percent (50%) Base Salary installments up to and including the calendar month of termination. The Companies shall also permit the Executive to continue to participate in the employee benefit and fringe benefit plans and programs of the amount Companies beyond such termination at the sole cost and expense of any cash compensation received by Executive from the new employer during Executive, to the extent the Companies reasonably determines such period; provided, further, that in the event Executive commences any employment with, or continuation is employed permitted by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Terminationand is customary with respect to, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract employee benefit and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 fringe benefit plans and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);programs.

Compensation Upon Termination or During Disability. (a) If Executive’s Employee's employment terminates shall be terminated by reason of his Employee's death, the Company shallshall pay, within ninety (90) days of death, pay in a lump sum amount to such person as Executive Employee shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive’s estateEmployee's estate as a lump sum death benefit, Executive’s an amount equal to any accrued and but unpaid Base Salary or, if applicable, his Adjusted Base Salary, to and a prorated Annual Bonus at the date time of his Employee's death, plus accrued . This amount shall be exclusive of and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouseEmployee's widow, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan or arrangement shall be governed maintained by the terms Company. Employee's designated beneficiary or the executor of such plan or arrangementEmployee's estate, as the case may be, shall accept the payment provided for in this paragraph 9 in full discharge and release of the Company of and from any further obligations under this Agreement, subject to payments, if any, provided for in paragraph 9(f) below. (b) During any period that Executive Employee fails to perform his Employee's duties hereunder as a result of incapacity due to physical or mental illness, Executive Employee shall continue to receive his accrued and unpaid Employee's full Base Salary orand a prorated Annual Bonus until, if applicable, his Adjusted Base Salary Employee's employment is terminated pursuant to paragraph 8(b) hereof. If Employee's employment is terminated by the Company pursuant to paragraph 8(b), the Company shall be discharged and Incentive Compensation released of and from any further obligations under this Agreement, subject to payments, if any, under Subparagraph 3(a), until Executive’s employment is terminated due provided for in paragraph 9(f) below. During any such period and thereafter Employee shall continue to disability bear the obligations provided for in paragraph 10 below in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period terms of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall applyparagraph 10. (c) If Executive’s Employee's employment is shall be terminated by Executive for Cause or Employee shall terminate Employee's employment other than for Good Reason as provided in Subparagraph 6(e)Reason, then the Company shall, shall pay Employee Employee's full Base Salary and a prorated Annual Bonus through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at Termination or the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in date on which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive Employee terminates his Employee's employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given or the date on which Employee terminates Employee's employment. The Company shall be discharged and accrued released of and unpaid Incentive Compensationfrom any further obligations under this Agreement. Thereafter, if any, Employee shall continue to have the obligations provided for in paragraphs 9 and 10 below. Nothing contained herein shall be deemed to be a waiver by the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive Company of a general release any rights that it may have against Employee in respect of claims in a form and manner satisfactory Employee's actions which gave rise to the Company,termination of Employee's employment for Cause. (d) If the Company shall terminate Employee's employment other than pursuant to paragraphs 8(b) or 8(c) hereof or if Employee shall terminate Employee's employment for Good Reason, then (i) the The Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average pay Employee Employee's full Base Salary in accordance with normal payroll practices and his Average Incentive Compensationwithout interest through December 31, payable 2008 at the rate in effect at the time Notice of Termination is given in accordance with paragraph 8(f) hereof; (ii) The Company shall continue to pay Employee Employee's Annual Bonus in accordance with normal payroll practices and without interest through December 31, 2008; (iii) The Company shall pay Employee the severance payment in paragraph 9(f) below; and (iv) The Company shall maintain in full force and effect, for Employee's continued benefit for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 full term of this Agreement, all payments employee benefit plans and programs in which Employee was entitled to participate immediately prior to the Date of Termination provided that Employee's continued participation is possible under the Severance Amount shall immediately ceasegeneral terms and provisions of such plans and programs. Notwithstanding the foregoing, in In the event Executive terminates his employment for Good Reason as provided that Employee's participation in Subparagraph 6(e)any such plan or program is barred, he Employee shall be entitled to receive an amount equal to the Severance Amount only if he provides annual contributions, payments, credits or allocations made by the Notice Company to Employee, to Employee's account or on Employee's behalf under such plans and programs from which Employee's continued participation is barred. (e) If Employee shall terminate Employee's employment hereunder pursuant to paragraph 8(e) hereof, then Employee shall continue to receive Employee's Base Salary and Annual Bonus for a period of the lesser of (i) one year from the Date of Termination provided for in Subparagraph 6(for (ii) within thirty (30) days after the occurrence remainder of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);employment term.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive executive shall then receive accrued and unpaid base salary and any accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationtermination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-twenty- five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid his Incentive Compensation, if any, for the fiscal year preceding termination Compensation and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a3(b), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b7(b) or until Executive terminates his employment in accordance with Subparagraph 6(e7(e), whichever first occurs, at which point Executive shall then receive any accrued and unpaid base salary Base Salary or, if applicable, Adjusted Base Salary and any accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination Compensation and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a8 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, given and any accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding terminationunder Subparagraph 3(b). Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e7(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination Compensation and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, Compensation payable for the remaining length of the Period of Employment after the Date of TerminationTermination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months months. On or before the tenth (10th) day following such Date of Termination, the “Company shall place the Severance Amount”)Amount in escrow. The Severance Amount shall be paid out due and payable to Executive without notice or demand in substantially equal bi-weekly installments, in arrearswith the first such payment being due and payable fourteen (14) days following the Date of Termination; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationtermination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, furtherprovided further that, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following ending on the first second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation Incentive Compensation under Subparagraph 3(a3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f7(f) within thirty five (305) days after the occurrence expiration of the applicable 90-day Good Reason Process Period if the event or events which constitute constitutes such Good Reason as is specified in clauses (A), (B), (C), (D), ) or (E) and of Subparagraph 7(e) or within five (F5) days after the expiration of the 30-day Good Reason Process Period if the event which constitutes such Good Reason is specified in clause (C) of Subparagraph 6(e7(e);. Notwithstanding the foregoing, if Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease upon delivery by the Company to Executive of written notice of such breach; provided, however, that if within ten (10) days of such notice Executive delivers written notice to the Company disputing any such claimed breach, then the Severance Amount shall continue to be paid to Executive pending resolution of the dispute in accordance with Paragraph 14 hereof. If it is determined pursuant to such dispute resolution procedures that Executive breached any of the provisions contained in Paragraphs 5 and 6, then Executive shall promptly refund to the Company all payments of the Severance Amount paid to Executive subsequent to the date of the Company's notice of breach, together with interest thereon at a rate equal to the lesser of eighteen percent (18%) per annum or the maximum lawful rate.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one and (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(aa) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Base-Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, incentive compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims (other than continuing rights under this Agreement) in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, payable Compensation for the remaining length term of the Period of Employment after the Date of Termination, Agreement (but in no event for fewer not less than twenty-four eighteen (2418) months months) (the “"Minimum Severance Amount”") or such longer period provided by the Company's then current severance polices (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Terminationsalary continuation, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) amount of salary continuation by the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company employer. Such salary continuation shall be entitled payable in equal installments, in advance, on a quarterly basis. The amount payable in each quarter will not be subject to any set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by so long as Executive from such employer during such period. From time certifies in writing prior to time, Executive may be asked to certify to the Company each quarterly payment that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreementsengagements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);if

Compensation Upon Termination or During Disability. (a) If Executive’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay reimburse such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangementarrangement subject to compliance with Code Section 409A. Such payments, in the aggregate, shall fully discharge the Company’s obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation paymentsaccrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs, at which point . Any such payments shall be made upon Executive’s Separation from Service to the extent required by Section 409A. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. In the event that Executive’s employment is terminated due to disability in accordance with subparagraph 4(b), then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay reimburse Executive for such health insurance premiums as may be necessary to allow Executive, Executive and Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a5(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding terminationplus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensationincentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the CompanyCompany (the “Release”) within 21 days (or 45 days if such longer period is required by applicable law) following termination and such Release becoming effective in accordance with its terms following the lapse of any applicable revocation period, (i) the Company shall continue Executive’s compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive’s Average current Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months Compensation (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the biweekly installments over twelve (12) month period ending months, in arrears in accordance with the Company’s normal payroll schedule for salaried employees commencing on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period pay day following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive 60th day after Executive’s Separation from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyService. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingFurthermore, in the event Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f4(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason Constructive Termination as specified in clauses (A), (B), (C), (D), ) and (E) and (F) of Subparagraph 6(e4(e);; and

Compensation Upon Termination or During Disability. (a) If Executive’s your employment terminates shall be terminated by reason of his your death, the Company shallshall pay, within ninety (90) days of death, pay in a lump sum amount to such person as Executive you shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive’s estateyour estate as a lump sum death benefit, Executive’s an amount equal to any accrued and but unpaid Base Salary or, if applicable, his Adjusted Base Salary, to and a prorated Annual Bonus at the date time of his your death, plus accrued . This amount shall be exclusive of and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouseyour widow, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan or arrangement shall be governed maintained by the terms Company. Your designated beneficiary or the executor of such plan or arrangementyour estate, as the case may be, shall accept the payment provided for in this paragraph 8 in full discharge and release of the Company of and from any further obligations under this Agreement. (b) During any period that Executive fails you fail to perform his your duties hereunder as a result of incapacity due to physical or mental illness, Executive you shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted your full Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), a prorated Annual Bonus until Executive’s your employment is terminated due pursuant to disability in accordance with Subparagraph 6(bparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b)hereof. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s your employment is terminated by the Company without Cause as provided in Subparagraph 6(dpursuant to paragraph 7(b), then the Company shallshall be discharged and released of and from any further obligations under this Agreement. During any such period and thereafter you shall continue to bear the obligations provided for in paragraph 9 below in accordance with the terms of such paragraph 9. Exhibit 10(g) Employment Agreement between Avatar Holdings Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued (c) If your employment shall be terminated for Cause or you shall terminate your employment other than for Good Reason, the Company shall pay you your full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination or the date on which you terminate your employment at the rate in effect at the time Notice of Termination is given or the date on which you terminate your employment. The Company shall be discharged and accrued released of and unpaid Incentive Compensationfrom any further obligations under this Agreement. Thereafter, if any, you shall continue to have the obligations provided for in paragraph 9 below. Nothing contained herein shall be deemed to be a waiver by the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive Company of a general release any rights that it may have against you in respect of claims in a form and manner satisfactory your actions which gave rise to the Company,termination of your employment for Cause. (d) If the Company shall terminate your employment other than pursuant to paragraphs 7(b), 7(c) or 7(d) hereof or if you shall terminate your employment for Good Reason (whether or not during the first two years of your employment hereunder, but after the expiration of any applicable cure period), then (i) The Company shall continue to pay you your full Base Salary in accordance with normal payroll practices and without interest through the fifth anniversary of the Commencement Date at the rate in effect at the time Notice of Termination is given in accordance with paragraph 7(f) hereof; (ii) The Company shall continue to pay you your Annual Bonus in accordance with normal payroll practices and without interest through the fifth anniversary of the Commencement Date; and (iii) The Company shall maintain in full force and effect, for your continued benefit for the full term of this Agreement, all employee benefit plans and programs in which you were entitled to participate immediately prior to the Date of Termination provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, you shall be entitled to receive an amount equal to the annual contributions, payments, credits or allocations made by the Company to you, to your account or on your behalf under such plans and programs from which your continued participation is barred. (e) If the Company shall continue Executive’s compensation at terminate your employment hereunder other than pursuant to paragraphs 7(b), 7(c) or 7(d) hereof, or if you shall terminate your employment pursuant to paragraph 7(e) hereof, you agree, during the entire period of time that you are entitled to receive any benefits pursuant to paragraph 8(d) above, to make known your availability for employment involving services of a rate equal nature substantially similar and of a comparable stature to those performed by you on behalf of the Company in a manner customary for executives holding positions substantially similar and of a comparable stature to your position with the Company. You agree to keep the Chairman of the Board of the Company (or his designee) apprised of your employment status during such period and , if requested, you will provide appropriate supporting 79 80 Exhibit 10(g) Employment Agreement between Avatar Holdings Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued documentation with respect to the sum salary, bonuses or other compensation earned by and benefits made available to you in respect of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”)such employment. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in In the event Executive commences any you secure employment with an employer other than the Company during the twelve as described in this paragraph (12) month period ending on the first anniversary of the Date of Terminatione), the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%i) of the amount of any cash compensation received by Executive deduct from the amounts payable to you pursuant to paragraphs 8(d)(i) and 8(d)(ii) above (excluding any accrued but unpaid Annual Bonus through the date of termination) any salary, bonuses or other compensation paid to you in connection with such employment and (ii) terminate your participation in (and shall not be required to pay you any sums in respect of) any employee benefit plans and programs described in paragraph 8(d)(iii) that are substantially similar to any employee benefit plans and programs in which you participate in connection with such new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than existing employment. You agree promptly to repay to the Company during any amounts paid to you by the twelve Company pursuant to paragraphs 8(d)(i) and 8(d)(ii) which the Company was entitled to deduct from such amounts pursuant to this paragraph (12e). (f) month period following If the first anniversary of Company shall terminate your employment hereunder pursuant to paragraph 7(d) hereof, then (i) The Company shall pay you your full Base Salary and Annual Bonus through the Date of TerminationTermination (it being understood that you shall receive a full Annual Bonus for both the first and second years); (ii) The Company shall pay you as severance, an aggregate amount of $450,000, which is to be paid over the twelve months following the Date of Termination in equal installments at such times salaries are payable in accordance with normal payroll practices of the Company; and (iii) the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) discharged and released of the amount of and from any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of other further obligations under this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s 's obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangement. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “"Average Incentive Compensation” " include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

Compensation Upon Termination or During Disability. (a) a. If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) 90 days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any. In addition to the foregoing, for the fiscal year preceding termination and Pro Rata Incentive Compensationany payments to which Executive's spouse, if anybeneficiaries, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as or estate may be necessary to allow Executive’s spouse and dependents entitled to receive health insurance coverage substantially similar to coverage they received prior to under any employee benefit plan shall also be paid in accordance with the Date terms of Terminationsuch plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company’s 's obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangementhereunder. (b) b. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation paymentsaccrued and unpaid incentive compensation payments under Subparagraph 3(b), if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b9(b) or until Executive terminates his employment in accordance with Subparagraph 6(e9(d)(ii), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a10 (a) shall apply. (c) c. If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e)Cause, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, given and his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any, for the fiscal year preceding termination. Thereafterand thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement; provided, provided any such termination for Cause shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. d. If (dA) If the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under Subparagraph 9(c) which is disputed and finally determined not to have been proper shall be a termination by the Company in material breach of this Agreement), or (B) Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 6(eReason, or (C) or if Executive’s employment is terminated by the Company without Cause as provided gives Executive notice that it does not wish to extend this Agreement in Subparagraph 6(d)accordance with Paragraph 1, then then i. the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a); ii. In addition, subject in lieu of any further payments to signing or claims by Executive for payments of a general release of claims in a form and manner satisfactory salary or incentive compensation for periods subsequent to the Company, (i) the Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled pay to set-off against Executive a Severance Payment Amount equal to two times the remaining Severance Amount fifty percent sum of (50%1) of the amount of any cash Executive's Base Salary and (2) Executive's annualized incentive compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreementsunder Subparagraph 3(b). For purposes of this Agreementcalculating the Severance Payment Amount, “Average Executive's Base Salary” Salary will be equal to Executive's then- current Base Salary (provided, however, that if the basis for Executive's termination is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall mean be based on the Base Salary in effect prior to such reduction) and the annualized incentive compensation will be four times the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each amount of incentive compensation earned in the eight full quarters preceding the earlier of the three (3) immediately preceding fiscal years Notice of Termination or such fewer number Date of complete fiscal years as Termination. The Company shall pay Executive may have been employed by the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination. iii. Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and iv. For purposes Executive shall receive payments made in lieu of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive accrued and unused vacation as provided for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by in the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus's vacation policies. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e)Reason, he shall be entitled to the Severance Amount only severance pay under Subparagraph 10(d)(ii) if he provides the gives a Notice of Termination provided for in accordance with Subparagraph 6(f9(e) within thirty (30) 30 days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), and (D), (E) and (F) of Subparagraph 6(e9(d);. e. If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) or if Executive gives the Company notice that he does not wish to extend this Agreement in accordance with Paragraph 1, the Company shall have no further obligations hereunder except for continuing obligations arising under Subparagraphs 3(c) and 9(g). f. Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall be construed so as to affect the Executive's rights or the Company's obligations relating to agreements or benefits which are unrelated to termination of employment.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company Companies shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company Companies or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a)stock options. For a period of one (1) year following the Date of Termination, the Company Companies shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Companies' obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, accrued and unpaid incentive compensation payments under Subparagraph 3(a3(b), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e6(f), whichever first occurs. All unvested stock options and stock-based grants shall immediately vest and become exercisable, at which point and Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensationhave one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b)stock options. For a period of one (1) year following the Date of Termination, the Company Companies shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company Companies shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company Companies shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company Companies in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive’s 's employment is terminated by the Company Companies without Cause as provided in Subparagraph 6(d6(e), then the Company Companies shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, incentive compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the CompanyCompanies, (i) the Company Companies shall continue Executive’s compensation at a rate provide payments to Executive in an amount equal to the sum of Executive’s 's Average Base Salary and his Average Incentive CompensationCompensation for a year and one-half or if termination of employment occurs within the first eighteen (18) months of the Commencement Date, the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the Period of Employment original three-year term after the Date of Termination, but in no event for fewer than twenty-four (24) months Termination (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly quarterly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)advance. For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyCompanies. For purposes of this Agreement, “"Average Incentive Compensation” " shall mean the average of the annual incentive compensation under Subparagraph 3(a3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonusCompanies. Notwithstanding the foregoing, if the Executive nonaccidentally breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f6(g) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e6(f);

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety thirty (9030) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of TerminationTermination by reason of Executive's death, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive executive shall then receive accrued and unpaid base salary and any accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Except as otherwise provided in Subparagraph 7(b), if Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s 's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive’s 's compensation at a rate equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “"Severance Amount”"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);any

Compensation Upon Termination or During Disability. (a) a. If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) 90 days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any. In addition to the foregoing, for the fiscal year preceding termination and Pro Rata Incentive Compensationany payments to which Executive's spouse, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as beneficiaries or estate may be necessary to allow Executive’s spouse and dependents entitled to receive health insurance coverage substantially similar to coverage they received prior to under any employee benefit plan shall also be paid in accordance with the Date terms of Terminationsuch plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company’s 's obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangementhereunder. (b) b. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation paymentsaccrued and unpaid incentive compensation payments under Subparagraph 3(b), if any, under Subparagraph 3(a), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b9(b) or until Executive terminates his employment in accordance with Subparagraph 6(e9(d)(H), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a10 (a) shall apply. (c) c. If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e)Cause, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, given and his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any, for the fiscal year preceding termination. Thereafterand thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement; provided, provided any such termination for Cause shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. d. If (dA) If the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under Subparagraph 9(c) which is disputed and finally determined not to have been proper shall be a termination by the Company in material breach of this Agreement), or (B) Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 6(eReason, or (C) or if Executive’s employment is terminated by the Company without Cause as provided gives Executive notice that it does not wish to extend this Agreement in Subparagraph 6(d)accordance with Paragraph 1, then then i. the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). ii. In addition, subject lieu of any further payments to signing or claims by Executive for payments of a general release of claims in a form and manner satisfactory salary or incentive compensation for periods subsequent to the Company, (i) the Company shall continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled pay to set-off against the remaining Executive a Severance Payment Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify equal to the Company that he has not accepted employment with a new employer sum of (including, without limitation, contract 1) Executive's Base Salary and consulting agreements(2) Executive's annualized incentive compensation under Subparagraph 3(b). For purposes of this Agreementcalculating the Severance Payment Amount, “Average Executive's Base Salary” Salary will be equal to Executive's then-current Base Salary (provided, however, that if the basis for Executive's termination is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall mean be based on the Base Salary in effect prior to such reduction) and the annualized incentive compensation will be four times the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each amount of incentive compensation earned in the eight full quarters preceding the earlier of the three (3) immediately preceding fiscal years Notice of Termination or such fewer number Date of complete fiscal years as Termination. The Company shall pay Executive may have been employed by the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination. iii. Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and iv. For purposes Executive shall receive payments made in lieu of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive accrued and unused vacation as provided for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by in the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus's vacation policies. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e)Reason, he shall be entitled to the Severance Amount only severance pay under Subparagraph 10(d)(ii) if he provides the gives a Notice of Termination provided for in accordance with Subparagraph 6(f9(e) within thirty (30) 30 days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), and (D), (E) and (F) of Subparagraph 6(e9(d);. e. If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) or if Executive gives the Company notice that he does not wish to extend this Agreement in accordance with Paragraph 1, the Company shall have no further obligations hereunder except for continuing obligations arising under Subparagraphs 3(c) and 9(g). Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall be construed so as to affect the Executive's rights or the Company's obligations relating to agreements or benefits which are unrelated to termination of employment.

Compensation Upon Termination or During Disability. (a) If Executive’s 's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s 's estate, Executive’s 's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s 's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be governed by paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and Incentive Compensation payments, if any, accrued and unpaid incentive compensation payments under Subparagraph 3(a3(b), until Executive’s 's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e6(f), whichever first occurs, at which point . All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensationhave one (1) year from the Date of Termination, or remaining option term, if anyearlier, for to exercise the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b)stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s 's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a7 (a) shall apply. (c) If Executive’s 's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive’s 's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, incentive compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue pay Executive’s compensation , on the Date of Termination, such additional amounts to which Executive may be entitled in accordance with the Company's then current severance policies (the "Severance Amount"), provided that, at a rate minimum, Executive shall be entitled to receive an amount in a lump sum (the "Minimum Severance Amount") equal to the sum of Executive’s 's Average Base Salary and his Average Incentive Compensation, Compensation payable for twenty-four (24) months or the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the Period of Employment original three-year term after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, further, that in the event Executive commences any employment with, or whichever is employed by, any employer other than the Company during the twelve (12) month period following the first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)greater. For purposes of this Agreement, “"Average Base Salary” " shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);or