Common use of Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason Clause in Contracts

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof by the Executive for Good Reason (as defined herein), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments, Medical Continuation and Option Vesting shall be conditioned on the Executive’s continued compliance with his obligations under Section 4 of this Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Agreement, the Executive shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c), the Company will commence payment of the Severance Payments as soon as practicable following the effectiveness of the Release. The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason (as defined herein)Reason, in addition to the Accrued Amounts the Executive shall be entitled toto the following payments and benefits: (ix) the Accrued Amountscontinuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (iiy) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro-pro rata bonus Annual Bonus for the fiscal year of terminationin which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of the applicable such fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (a “Pro-Rata Bonus”)such payments and benefits, (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant The Company’s obligations to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of make the Severance Payments, Medical Continuation and Option Vesting Payments shall be conditioned on upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Agreement. Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Employment Agreement, the Executive shall will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c3.2(d), the Company Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence payment of to be paid to the Severance Payments Executive as soon as practicable following the effectiveness of the Release. The Pro-Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason (as defined herein)Reason, in addition to the Accrued Amounts the Executive shall be entitled toto the following payments and benefits: (ix) the Accrued Amountscontinuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months (“Severance Payments”), (iiy) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro-pro rata bonus Annual Bonus for the fiscal year of terminationin which the termination occurs, based on the Company’s actual performance through the end of the applicable such fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through (the date of termination “Pro Rata Annual Bonus Payment”) (a “Pro-Rata Bonus”(x), (iiiy) payment of an amount equal and (z) collectively referred to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (as the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical ContinuationBenefits”). In addition, all of the Options granted pursuant The Company’s obligations to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of pay and provide the Severance Payments, Medical Continuation and Option Vesting Benefits shall be conditioned on upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Agreement. Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Agreement, the Executive shall will immediately return to the Company any portion of the Severance Payments Benefits that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c3.2(d), the Company Severance Payments will commence payment to be paid to the Executive on the sixtieth (60th) day following the termination of the Severance Payments Executive’s employment, provided that the Release has been executed, delivered and has become irrevocable as soon as practicable following the effectiveness of the Releasesuch date. The Pro-Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occursexecutives.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term by the Company other than for Cause or Disability, or by the Executive for Good Reason (as defined herein), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen six (186) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen six (186) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under in accordance with this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments, Medical Continuation and Option Vesting shall be conditioned on the Executive’s continued compliance with his obligations under Section 4 of this Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Agreement, the Executive shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c), the Company will commence payment of the Severance Payments as soon as practicable following the effectiveness of the Release. The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term by the Company other than for Cause or Disability, or by the Executive for Good Reason (as defined herein), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen twelve (1812) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen twelve (1812) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under in accordance with this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments, Medical Continuation and Option Vesting shall be conditioned on the Executive’s continued compliance with his obligations under Section 4 of this Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Agreement, the Executive shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c), the Company will commence payment of the Severance Payments as soon as practicable following the effectiveness of the Release. The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term by the Company other than for Cause or Disability, or by the Executive for Good Reason (as defined herein), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments, Medical Continuation and Option Vesting shall be conditioned on the Executive’s continued compliance with his obligations under Section 4 of this Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Agreement, the Executive shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c), the Company will commence payment of the Severance Payments as soon as practicable following the effectiveness of the Release. The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term by the Company other than for Cause or Disability, or by the Executive for Good Reason (as defined herein), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all a portion of the Options granted pursuant to Section 2.3 2.3(b) that are unvested at the time of such termination will become fully vested at vested, as follows: if termination under this Section 3.2.a occurs during the first two (2) years of employment, a pro-rata portion of 1/4 of the shares subject to the Options will vest, such pro-rata portion to be determined based on the number of months worked since the date of grant divided by twenty four (24), and if termination occurs during the third (3rd), fourth (4th) or fifth (5th) years of employment, a pro-rata portion of 1/4 of the shares subject to the Options will vest, such pro-rata portion to be determined based on the number of months worked since the previous vesting date divided by twelve (12) (“Pro-Rata Option Vesting”). Receipt of the Severance Payments, Medical Continuation and Pro-Rata Option Vesting shall be conditioned on on: (i) the Executive’s continued compliance with his obligations under Section 4 5 of this Agreement. Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the material covenants set forth in Section 4 5 of this Agreement, the Executive shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c), the Company will commence payment of the Severance Payments as soon as practicable following the effectiveness of the Release. The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If (i) the Executive’s employment is terminated according to Section 3.1 hereof by the Company during the Term other than for Cause or Disability or (ii) the Executive resigns for Good Reason (as defined herein)Reason, in addition to the Accrued Amounts the Executive shall be entitled toto elect either of the following sets of payments and benefits: (ix) – (A) the Accrued Amounts, (ii) a pro-rata bonus for continuation of Executive’s Base Salary at the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed rate in the fiscal year through effect immediately prior to the date of termination for a period of 12 months, and (B) the continuation on the same terms as an active employee of medical benefits the Executive would otherwise be eligible to receive as an active employee of the Company for 12 months or until such time as the Executive becomes eligible for medical benefits from a “Pro-Rata Bonus”), subsequent employer; or (iiiy) payment in a lump sum of an amount equal to the sum 12 months of 1/12 of Executive’s Base Salary at the rate in effect immediately prior to the date of Termination (such payments and 1/12 of benefits, if any, under the target Annual Bonus each month for eighteen (18) months following termination (option selected are referred to as the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all The Executive must notify the Company in writing of its election of Severance Payments at least 10 days prior to the Options granted pursuant effective date of termination. The Company’s obligations to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of make the Severance Payments, Medical Continuation and Option Vesting Payments shall be conditioned on upon: (i) the Executive’s continued compliance with his Executive’s obligations under Section 4 of this AgreementEmployment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable release of claims arising in connection with the Executive’s employment and termination of employment with the Company (the “Release”) in a form reasonably acceptable to the Company and the Executive. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Employment Agreement, the Executive shall will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c), the Company Severance Payments will commence payment of to be paid to the Severance Payments as soon as practicable Executive within 10 days following the effectiveness of the Release. The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason (as defined herein)Reason, in addition to the Accrued Amounts the Executive shall be entitled toto the following payments and benefits: (ix) the Accrued Amountscontinuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (iiy) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer, and (z) a pro-pro rata bonus Annual Bonus for the fiscal year of terminationin which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of the applicable such fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (a “Pro-Rata Bonus”)such payments and benefits, (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant The Company’s obligations to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of make the Severance Payments, Medical Continuation and Option Vesting Payments shall be conditioned on upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Agreement. Second Amended Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Second Amended Employment Agreement, the Executive shall will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c3.2(d), the Company Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence payment to be paid to the Executive on the sixtieth (60th) day following the termination of the Severance Payments Executive’s employment, provided that the Release has been executed, delivered and has become irrevocable as soon as practicable following the effectiveness of the Releasesuch date. The Pro-Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occursexecutives.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason (as defined herein)Reason, in addition to the Accrued Amounts, the Executive shall be entitled toto the following payments and benefits: (ix) the Accrued Amountscontinuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (iiy) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro-pro rata bonus Annual Bonus for the fiscal year of terminationin which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of the applicable such fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (a “Pro-Rata Bonus”)such payments and benefits, (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant The Company’s obligation to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of make the Severance Payments, Medical Continuation and Option Vesting Payments shall be conditioned on upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Agreement. Amended Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Amended Employment Agreement, the Executive shall will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c3.2(d), the Company Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence payment of to be paid to the Severance Payments Executive as soon as practicable following the effectiveness of the Release. The Pro-Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason (as defined herein)Reason, in addition to the Accrued Amounts the Executive shall be entitled toto the following payments and benefits: (ix) the Accrued Amountscontinuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (iiy) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro-pro rata bonus Annual Bonus for the fiscal year of terminationin which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of the applicable such fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (a “Pro-Rata Bonus”)such payments and benefits, (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant The Company’s obligations to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of make the Severance Payments, Medical Continuation and Option Vesting Payments shall be conditioned on upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Agreement. Amended Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Amended Employment Agreement, the Executive shall will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c3.2(d), the Company Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence payment to be paid to the Executive on the sixtieth (60th) day following the termination of the Severance Payments Executive’s employment, provided that the Release has been executed, delivered and has become irrevocable as soon as practicable following the effectiveness of the Releasesuch date. The Pro-Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occursexecutives.