Common use of Executive’s Rights Upon Termination Clause in Contracts

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100% of Executive’s then-current annualized base salary, and (B) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, 1.4 or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and and, except as specifically described in subsection 1.8(e) below, Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.51.5(b), (c), (d) or (e) then, in addition to receiving Executive’s then-current base salary through the effective date of termination Executive shall receive within fifteen days of the effective date of termination a lump sum payment equal to four times the average annual total cash compensation earned by Executive for the prior four years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (c) If Executive terminates this Agreement for good reason pursuant to Section 1.5(a), then, in addition to receiving Executive’s then then-current base salary through the effective date of termination, termination Executive (i) shall receive within 15 fifteen days of the effective date of termination a lump-lump sum payment equal to (A) 100% of Executive’s then-current annualized base salarytwo times the average annual total cash compensation earned by Executive for the prior four years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bd) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 thirty-day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As Furthermore, if this Agreement is terminated after a condition Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to receiving buy from Executive all such rights and options that have an exercise price below the severance payments provided per share price assigned to the capital stock in this Section 1.8(bthe Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”), Executive must execute a full release . The purchase price for each such right or option shall be determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and waiver of all claims against Employer the Market Price. (e) Notwithstanding anything contained in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to the contrary, if Executive’s employment is terminated by either Executive or Employer for any reason other than (i) upon the death of Executive, or (ii) by Employer “for cause” pursuant to Section 1.4; then Executive shall be paid upon severance entitled to additional health care benefits as described in this paragraph. Upon a qualifying termination and existing indemnification thereafter for the remainder of Executive’s life Employer will use its best efforts to provide health insurance coverage to Executive and Executive’s spouse at the same level as such coverage was provided through Employer’s health insurance benefit plan that provided health care coverage for Executive and Executive’s spouse at the time of termination. Employer shall be entitled to determine the method for securing such coverage from time to time and may utilize government provided health benefits such as Medicare coverage, if available, to satisfy this obligation in whole or in part. Employer will not be obligated to maintain or secure coverage from any specific provider to satisfy this obligation. Executive agrees to cooperate fully with Employer in securing and providing these additional benefits including, without limitation, providing consulting services or working flexible hours to the extent Executive is able to do so, so that Executive can remain covered under Employer’s group benefit plan(s). In no event will Employer be obligated to incur annual costs exceeding a multiple of three times the actual annual cost to Employer for Executive’s and Executive’s spouse’s health insurance coverage in effect at the date of Executive’s termination to satisfy the obligations to Executive)described in this paragraph.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 1.7, then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of such termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of such termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100% of Executive’s then-current annualized base salary, and (B) cash bonuses, if any, paid by Employer to Executive during the twelve months preceding twelve monthssuch termination, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100200% of Executive’s then-current annualized base salary, and (B) cash bonuses, if any, paid by Employer to Executive during the preceding twelve monthstwo years, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of such termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of such termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100200% of Executive’s then-current annualized base salary, and (B) cash bonuses, if any, paid by Employer to Executive during the two years preceding twelve monthssuch termination, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. In addition, all outstanding stock options and restricted stock awards then held by Executive will fully vest to the extent not already vested and all such options shall remain exercisable until the earlier of the end of the option term or one year after the date of termination (and if any agreements governing such stock options and restricted stock awards conflict with this provision, this provision shall control and shall be deemed to be incorporated into such agreements). Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-then current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Subject to Section 1.8(e), if Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement for good reason pursuant to Section 1.51.5(b), (c), (d) or (e), then, in addition to receiving Executive’s then then-current base salary through the effective date of termination, Executive (i) shall receive within 15 fifteen days of the effective date of termination Executive’s “separation from service” under Treasury Regulation Section 1.409A-3(a)(1) (a lump-“Separation from Service”), a lump sum payment equal to four times the average annual total cash compensation earned by Executive for the prior four years (Aor the period since Executive’s initial employment with Employer, if less than four years), including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (c) 100% of Subject to Section 1.8(e), if Executive terminates this Agreement for good reason pursuant to Section 1.5(a), then, in addition to receiving Executive’s then-current annualized base salarysalary through the effective date of termination, Executive shall receive within fifteen days of the date of Executive’s Separation from Service, a lump sum payment equal to two times the average annual total cash compensation earned by Executive for the prior four years (or the period since Executive’s initial employment with Employer, if less than four years), including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bd) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 thirty-day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As Furthermore, if this Agreement is terminated after a condition Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to receiving buy from Executive all such rights and options that have an exercise price below the severance payments provided per share price assigned to the capital stock in this Section 1.8(bthe Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”), Executive must execute a full release . The purchase price for each such right or option shall be determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and waiver of all claims against Employer the Market Price. (e) Notwithstanding anything in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to the contrary, if any portion of a payment or benefit due under Section 1.8(b) or (c) is “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code, as amended (the “Code”), and as of the date of Executive’s Separation from Service Executive is a “specified employee” (in accordance with Section 1.409A-1(i) of the Treasury Regulations), then such portion will be paid upon severance and existing indemnification obligations to (without interest) on the first business day that is six months after the date of Executive)’s Separation from Service. For purposes of this Agreement, whether Executive is a “specified employee” will be determined in accordance with the written procedures adopted by the Board.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s 's representative, as the case may be, Executive’s 's then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s 's duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s 's then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to the greater of (A) 100% of Executive’s then-'s then current annualized base salarysalary multiplied by two, and or (B) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months$600,000, and (ii) unless the termination was by Executive pursuant to Section 1.5(a), shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Furthermore, if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the "Market Price"). The purchase price for each such right or option shall be determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and the Market Price. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, period or the date on which Employer relieves Executive of Executive’s 's duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s 's duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated for Cause pursuant to Section 1.4, Employer shall pay Executive his then current Base Salary and non-cash benefits through the date of termination. If termination is due to Section 1.4(a), all outstanding options, both vested and unvested, shall be immediately forfeited. If termination is due to Section 1.4(b), all outstanding unvested options shall be immediately forfeited, and all outstanding vested options shall remain exercisable until the earlier of the end of the option term or one year after the date of termination of employment. (b) If this Agreement is terminated due to expiration of the term, Executive’s death or disability, or because Executive terminates the Agreement without Good Reason, pursuant, respectively, to Sections 1.2, Section 1.3, Section 1.4, or Section 1.7 1.7, then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and Base Salary, non-cash benefitsbenefits and a pro rata portion of the target annual bonus (as described in Section 3.3 hereof) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder“Basic Severance”), and Employer shall have no further obligations hereunder. In addition, all outstanding unvested options shall be immediately forfeited, and all outstanding vested options shall remain exercisable (whether or not granted pursuant to this Agreement) by Executive or his estate until the earlier of the end of the option term or one year after the date of termination. (bc) If Employer terminates this Agreement without cause Cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of terminationBasic Severance, Executive (i) shall receive within 15 days of on the effective date of termination Severance Payment Date, a lump-sum payment equal to (A) 100200% of Executive’s then-current annualized base salaryBase Salary (or if the Base Salary has been diminished without his prior written consent, and the Base Salary in effect immediately prior to such diminishment), plus an amount equal to the sum of the cash bonuses in the two years preceding the year in which the date of termination occurs. In addition, all outstanding stock options (B) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement whether or not granted pursuant to Section 1.9. this Agreement) then held by Executive will fully vest to the extent not already vested and Employer agree that the effective date of any termination pursuant to Section 1.5 all such options shall be remain exercisable until the earlier of the end of the applicable notice period, if any, option term or one year after the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive)termination.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100% of Executive’s then-current annualized base salarytwo times the average annual total cash compensation earned by Executive for the prior two years including, without limitation, salary and bonus, and (B) cash bonusesexcluding all equity-based compensation, if anyincluding, paid by Employer to Executive during the preceding twelve monthsbut not limited to, deferred stock and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9stock options. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to the average total annual cash compensation received in each of the last two completed calendar years (A) 100% or the total annual cash compensation received in the last completed calendar year if two calendar years of Executive’s then-current annualized base salaryemployment have not been completed), and (B) cash bonuses, if any, paid multiplied by Employer to Executive during the preceding twelve monthstwo, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, termination Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100% of Executive’s then-current annualized base salarytwo times the average annual total cash compensation earned by Executive for the prior two years, including, without limitation, salary and bonus, and (B) cash bonusesexcluding all equity-based compensation, if anyincluding, paid by Employer to Executive during the preceding twelve monthsbut not limited to, deferred stock and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9stock options. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b)Furthermore, Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”). The purchase price for each such right or option shall be paid upon severance determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and existing indemnification obligations to Executive)the Market Price.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, termination Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100% of Executive’s then-current annualized base salarytwo times the average annual total cash compensation earned by Executive for the prior two years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bc) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b)Furthermore, Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”). The purchase price for each such right or option shall be paid upon severance determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and existing indemnification obligations to Executive)the Market Price.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100% of Executive’s then-current annualized base salarytwo times the average annual total cash compensation earned by Executive for the prior two years including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bc) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b)Furthermore, Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”). The purchase price for each such right or option shall be paid upon severance determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and existing indemnification obligations to Executive)the Market Price.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s 's representative, as the case may be, Executive’s 's then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s 's duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s 's then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to to the greater of (A) 100% of Executive’s then-'s then current annualized base salary, and or (B) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months$150,000, and (ii) unless the termination was by Executive pursuant to Section 1.5(a), shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, period or the date on which Employer relieves Executive of Executive’s 's duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s 's duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s 's representative, as the case may be, Executive’s 's then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s 's duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.51.5 (b),(c),(d), or (e), then, in addition to receiving Executive’s 's then current base salary through the effective date of termination, Executive : (i) Executive shall receive within 15 days of the effective date of termination a lump-sum payment equal to two times the average annual total cash compensation earned by Executive for the prior two years (A) 100% of Executive’s then-current annualized base salaryincluding, without limitation, salary and bonus, and excluding stock-based awards, such as deferred stock awards and stock options). (Bc) cash bonuses, if any, paid by Employer to If Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of terminates this Agreement for good reason pursuant to Section 1.91.5 (a), then, in addition to receiving Executive's then current base salary through the effective date of termination: (i) Executive shall receive within 15 days of the effective date of termination a lump-sum payment equal to one times the average annual total cash compensation earned by Executive for the prior two years (including, without limitation, salary and bonus, and excluding stock-based awards, such as deferred stock awards and stock options). Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s 's duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s 's duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 1.7, then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of such termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of such termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment (the amount of such payment, the “Severance Amount”) equal to (A) 100% of Executive’s then-current annualized base salary, and (B) cash bonuses, if any, paid by Employer to Executive during the twelve months preceding twelve monthssuch termination, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. The Severance Amount shall be paid to Executive on the first day of the seventh month following the effective date of such termination. For example, if the effective date of termination is August 10, 2010, then the Severance Amount would be paid to Executive on February 11, 2011. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, 1.4 or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and and, except as specifically described in subsection 1.8(e) below, Employer shall have no further obligations hereunder. (b) If Subject to Section 1.8(f), if Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement for good reason pursuant to Section 1.51.5(b), (c), (d) or (e), then, in addition to receiving Executive’s then then-current base salary through the effective date of termination, Executive (i) shall receive within 15 fifteen days of the effective date of termination Executive’s “separation from service” under Treasury Regulation Section 1.409A-3(a)(1) (a lump-“Separation from Service”), a lump sum payment equal to four times the average annual total cash compensation earned by Executive for the prior four years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Ac) 100% of Subject to Section 1.8(f), if Executive terminates this Agreement for good reason pursuant to Section 1.5(a), then, in addition to receiving Executive’s then-current annualized base salarysalary through the effective date of termination, Executive shall receive within fifteen days of the date of Executive’s Separation from Service, a lump sum payment equal to two times the average annual total cash compensation earned by Executive for the prior four years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bd) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 thirty-day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As Furthermore, if this Agreement is terminated after a condition Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to receiving buy from Executive all such rights and options that have an exercise price below the severance payments provided per share price assigned to the capital stock in this Section 1.8(bthe Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”), Executive must execute a full release . The purchase price for each such right or option shall be determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and waiver of all claims against Employer the Market Price. (e) Notwithstanding anything contained in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to the contrary, if Executive’s employment is terminated by either Executive or Employer for any reason other than (i) upon the death of Executive, or (ii) by Employer “for cause” pursuant to Section 1.4; then Executive shall be entitled to additional health care benefits as described in this paragraph. Upon a qualifying termination and thereafter for the remainder of Executive’s life Employer will use its best efforts to provide health insurance coverage to Executive and Executive’s spouse at the same level as such coverage was provided through Employer’s health insurance benefit plan that provided health care coverage for Executive and Executive’s spouse at the time of termination. Employer shall be entitled to determine the method for securing such coverage from time to time and may utilize government provided health benefits such as Medicare coverage, if available, to satisfy this obligation in whole or in part. Employer will not be obligated to maintain or secure coverage from any specific provider to satisfy this obligation. Executive agrees to cooperate fully with Employer in securing and providing these additional benefits including, without limitation, providing consulting services or working flexible hours to the extent Executive is able to do so, so that Executive can remain covered under Employer’s group benefit plan(s). In no event will Employer be obligated to incur annual costs exceeding a multiple of three times the actual annual cost to Employer for Executive’s and Executive’s spouse’s health insurance coverage in effect at the date of Executive’s termination to satisfy the obligations described in this paragraph. (f) Notwithstanding anything in this Agreement to the contrary, if any portion of a payment or benefit due under Section 1.8(b) or (c) is “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code, as amended (the “Code”), and as of the date of Executive’s Separation from Service Executive is a “specified employee” (in accordance with Section 1.409A-1(i) of the Treasury Regulations), then such portion will be paid upon severance and existing indemnification obligations to (without interest) on the first business day that is six months after the date of Executive)’s Separation from Service. For purposes of this Agreement, whether Executive is a “specified employee” will be determined in accordance with the written procedures adopted by the Board.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s 's representative, as the case may be, Executive’s 's then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s 's duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s 's then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to the greater of (A) 100% of Executive’s then-'s then current annualized base salarysalary multiplied by two, and or (B) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months$600,000, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, period or the date on which Employer relieves Executive of Executive’s 's duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s 's duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Subject to Section 1.8(d), if Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, Executive (i) shall receive within 15 fifteen days of the effective date of termination Executive’s “separation from service” under Treasury Regulation Section 1.409A-3(a)(1) (a lump-“Separation from Service”), a lump sum payment equal to (A) 100% of Executive’s then-current annualized base salarytwo times the average annual total cash compensation earned by Executive for the prior two years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bc) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 thirty-day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As Furthermore, if this Agreement is terminated after a condition Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to receiving buy from Executive all such rights and options that have an exercise price below the severance payments provided per share price assigned to the capital stock in this Section 1.8(bthe Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”), Executive must execute a full release . The purchase price for each such right or option shall be determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and waiver of all claims against Employer the Market Price. (d) Notwithstanding anything in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to the contrary, if any portion of a payment or benefit due under Section 1.8(b) is “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code, as amended (the “Code”), and as of the date of Executive’s Separation from Service Executive is a “specified employee” (in accordance with Section 1.409A-1(i) of the Treasury Regulations), then such portion will be paid upon severance and existing indemnification obligations to (without interest) on the first business day that is six months after the date of Executive)’s Separation from Service. For purposes of this Agreement, whether Executive is a “specified employee” will be determined in accordance with the written procedures adopted by the Board.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, 1.4 or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.51.5(b), (c), (d) or (e) then, in addition to receiving Executive’s then-current base salary through the effective date of termination Executive shall receive within fifteen days of the effective date of termination a lump sum payment equal to two times the average annual total cash compensation earned by Executive for the prior two years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (c) If Executive terminates this Agreement for good reason pursuant to Section 1.5(a), then, in addition to receiving Executive’s then then-current base salary through the effective date of termination, termination Executive (i) shall receive within 15 fifteen days of the effective date of termination a lump-lump sum payment equal to (A) 100% of Executive’s then-current annualized base salaryone times the average annual total cash compensation earned by Executive for the prior two years, including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bd) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 thirty-day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As Furthermore, if this Agreement is terminated after a condition Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to receiving buy from Executive all such rights and options that have an exercise price below the severance payments provided per share price assigned to the capital stock in this Section 1.8(bthe Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”), Executive must execute a full release . The purchase price for each such right or option shall be determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and waiver of all claims against Employer the Market Price. (e) Notwithstanding anything contained in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to the contrary, if Executive’s employment is terminated by either Executive or Employer for any reason other than (i) upon the death of Executive, or (ii) by Employer “for cause” pursuant to Section 1.4; then Executive shall be paid upon severance entitled to additional health care benefits as described in this paragraph. Upon a qualifying termination and existing indemnification thereafter for the remainder of Executive’s life Employer will use its best efforts to provide health insurance coverage to Executive and Executive’s spouse at the same level as such coverage was provided through Employer’s health insurance benefit plan that provided health care coverage for Executive and Executive’s spouse at the time of termination. Employer shall be entitled to determine the method for securing such coverage from time to time and may utilize government provided health benefits such as Medicare coverage, if available, to satisfy this obligation in whole or in part. Employer will not be obligated to maintain or secure coverage from any specific provider to satisfy this obligation. Executive agrees to cooperate fully with Employer in securing and providing these additional benefits including, without limitation, providing consulting services or working flexible hours to the extent Executive is able to do so, so that Executive can remain covered under Employer’s group benefit plan(s). In no event will Employer be obligated to incur annual costs exceeding a multiple of three times the actual annual cost to Employer for Executive’s and Executive’s spouse’s health insurance coverage in effect at the date of Executive’s termination to satisfy the obligations to Executive)described in this paragraph.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then then-current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100200% of Executive’s then-current annualized base salary, and (B) cash bonuses, if any, paid by Employer to Executive during the preceding twelve monthstwo years, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-then current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.51.5,(b), (c), (d), or (e) then, in addition to receiving Executive’s then current base salary through the effective date of termination Executive shall receive within fifteen days of the effective date of termination a lump sum payment equal to four times the average annual total cash compensation earned by Executive for the prior four years (or the period since Executive’s initial employment with Employer, if less than four years), including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (c) If Executive terminates this Agreement for good reason pursuant to Section 1.5(a), then, in addition to receiving Executive’s then current base salary through the effective date of termination, termination Executive (i) shall receive within 15 fifteen days of the effective date of termination a lump-lump sum payment equal to two times the average annual total cash compensation earned by Executive for the prior four years (A) 100% of or the period since Executive’s then-current annualized base salaryinitial employment with Employer, if less than four years), including, without limitation, salary and bonus, and (B) cash bonusesexcluding all equity-based compensation, if anyincluding, paid by Employer to Executive during the preceding twelve monthsbut not limited to, deferred stock and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9stock options. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 thirty-day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b)Furthermore, Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”). The purchase price for each such right or option shall be paid upon severance determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and existing indemnification obligations to Executive)the Market Price.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 1.7, then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of such termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of such termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to the sum of (A) 100% of Executive’s then-current annualized base salary, and (B) cash bonuses, if any, paid by Employer to Executive during the twelve months preceding twelve monthssuch termination, and (C) if the effective date of such termination is on or before March 15, 2011, $80,000, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s then current base salary through the effective date of termination, Executive (i) shall receive within 15 days of the effective date of termination a lump-sum payment equal to (A) 100% the annualized average of Executive’s then-current annualized base salary, and (B) the cash bonuses, if any, paid by Employer to Executive compensation received during of the preceding twelve monthslast two completed calendar years, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b), Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under this Agreement to be paid upon severance and existing indemnification obligations to Executive).

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s representative, as the case may be, Executive’s then-then current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.51.5(b), (c), (d), or (e) then, in addition to receiving Executive’s then current base salary through the effective date of termination Executive shall receive within fifteen days of the effective date of termination a lump sum payment equal to four times the average annual total cash compensation earned by Executive for the prior four years (or the period since Executive’s initial employment with Employer, if less than four years), including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (c) If Executive terminates this Agreement for good reason pursuant to Section 1.5(a), then, in addition to receiving Executive’s then current base salary through the effective date of termination, termination Executive (i) shall receive within 15 fifteen days of the effective date of termination a lump-lump sum payment equal to two times the average annual total cash compensation earned by Executive for the prior four years (A) 100% of or the period since Executive’s then-current annualized base salaryinitial employment with Employer, if less than four years), including, without limitation, salary and bonus, and excluding all equity-based compensation, including, but not limited to, deferred stock and stock options. (Bd) cash bonuses, if any, paid by Employer to Executive during the preceding twelve months, and (ii) shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 thirty-day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b)Furthermore, Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the “Market Price”). The purchase price for each such right or option shall be paid upon severance determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and existing indemnification obligations to Executive)the Market Price.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s 's representative, as the case may be, Executive’s 's then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s 's duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s 's then current base salary through the effective date of termination, Executive : (i) Executive shall receive within 15 days of the effective date of termination a lump-sum payment equal to the greater of (A) 100% of Executive’s then-current annualized base salarytwo and 99/100 (2.99) times the average annual total cash compensation earned by Executive for the prior five years (including, without limitation, salary and bonus), or (B) the total cash bonuses, if any, paid by Employer compensation that would otherwise have been payable to Executive during throughout the remainder of the term of this Agreement assuming that Executive's current compensation (including the amount of any bonuses for the immediately preceding twelve months, and calendar year) would have remained the same throughout the remainder of the term; and (ii) unless the termination was by Executive pursuant to Section 1.5(a), Executive shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s 's duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s 's duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b)Furthermore, Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the "Market Price"). The purchase price for each such right or option shall be paid upon severance determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and existing indemnification obligations to Executive)the Market Price.

Executive’s Rights Upon Termination. Upon termination of this Agreement, Executive shall be entitled to the following: (a) If this Agreement is terminated pursuant to Section 1.2, Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or Executive’s 's representative, as the case may be, Executive’s 's then-current base salary (excluding any bonuses and non-cash benefits) through the effective date of termination (which, in the case of Section 1.7, shall follow any portion of the applicable notice period during which Executive has not been relieved of Executive’s 's duties hereunder), and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement without cause pursuant to Section 1.6 or otherwise1.6, or Executive terminates this Agreement pursuant to Section 1.5, then, in addition to receiving Executive’s 's then current base salary through the effective date of termination, Executive : (i) Executive shall receive within 15 days of the effective date of termination a lump-sum payment equal to the greater of (A) 100% of Executive’s then-current annualized base salaryfive times the average annual total cash compensation earned by Executive for the prior five years (including, without limitation, salary and bonus), or (B) the total cash bonuses, if any, paid by Employer compensation that would otherwise have been payable to Executive during throughout the remainder of the term of this Agreement assuming that Executive's current compensation (including the amount of any bonuses for the immediately preceding twelve months, and calendar year) would have remained the same throughout the remainder of the term; and (ii) unless the termination was by Executive pursuant to Section 1.5(a), Executive shall be released from the provisions of Section 4.2, notwithstanding that the provisions of such Section would otherwise survive termination of this Agreement pursuant to Section 1.9. Executive and Employer agree that the effective date of any termination pursuant to Section 1.5 shall be the earlier of the end of the applicable notice period, if any, or the date on which Employer relieves Executive of Executive’s 's duties hereunder. Executive and Employer agree that the effective date of any termination pursuant to Section 1.6 hereof shall be only upon the expiration of the 30 day notice period described in Section 1.6, regardless of whether Employer earlier relieves Executive of Executive’s 's duties hereunder. As a condition to receiving the severance payments provided in this Section 1.8(b)Furthermore, Executive must execute a full release and waiver of all claims against Employer in a form reasonably acceptable to Employer (excluding claims for amounts required under if this Agreement is terminated after a Change of Control, and Executive holds any rights or options exercisable or exchangeable for, or convertible into, a class of capital stock of Employer that is not or will not be publicly traded on the NASDAQ or another national exchange after such termination or Change of Control, then Employer agrees to buy from Executive all such rights and options that have an exercise price below the per share price assigned to the capital stock in the Change of Control, or if no price was assigned, the per share market price on the date of the Change of Control (whichever price is applicable, the "Market Price"). The purchase price for each such right or option shall be paid upon severance determined by multiplying the number of shares of capital stock that may be acquired using such right or option by the difference between the exercise price stated in such right or option and existing indemnification obligations to Executive)the Market Price.