Common use of Termination by the Employer Without Cause Clause in Contracts

Termination by the Employer Without Cause. If the Employer terminates the Employee's employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Control.

Termination by the Employer Without Cause. If the Employer terminates the Employee's ’s employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service service; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his applicable, the Employee’s spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then than the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve twenty-four (24) months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will shall provide the Employee with the following: (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; (iv) any outstanding stock options held by the Employee that are vested and exercisable as of the date of the Employee’s separation from service shall remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one year after the date of Employee’s separation from service, or (B) the original term of the option; and (v) any equity awards held by the Employee that are unvested as of the date of the Employee’s separation from service shall vest, with any performance-based equity awards paid out in such amount as if maximum performance (including any adjustment or modifier) has been achieved for the relevant performance period. Notwithstanding anything to the contrary in the applicable award agreement, any unvested equity awards that so vest will be settled within three (3) business days following sixty (60) days after the date of Employee’s separation from service; provided, however. , that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i), (iii), (iv) and (iiiv) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in of Control.

Termination by the Employer Without Cause. If the Employer terminates shall terminate the Employee's ’s employment during the Term and prior to a Change in Control, without CauseCause (but not for Disability or in connection with the Employee’s death), the Employer will shall pay the Employee commencing within sixty (i60) pay days following termination (or with respect to Employee his SalarySection 9.2(d) below within sixty (60) days following the end of the respective performance period), in accordance with normal payroll practiceconsideration of Employee’s obligations under Section 13.2, and only if those obligations continue to be met during this payment period: (a) the greater of either his Base Salary until the end of the Term or his Base Salary for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employeein accordance with Employer’s separation from service regular payroll practices; (iib) waive Bonus(es) with respect to each August 31 remaining in the applicable COBRA continuation coverage for Term in amount(s) equal to Employee (and, if applicable his spouse annual Base Salary and eligible dependents) for a period of twelve (12) monthspayable in each case on the next October 31; (iiic) pay 100% vesting of Employee’s Incentive Amount, in a lump-sum payment payable no later then any unvested units from the tenth business day following the date award of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after restricted stock units issued the effective date of this Agreement in accordance with paragraph 2 of Exhibit A (the “RSU Award”), (d) vesting of any other equity award which has time-based vesting (an “Other Time-Based Award”) in accordance with the terms of the agreements for such Other Time-Based Awards; and (e) vesting of any equity award which has performance-based vesting (a Change “Performance-Based Award”) in accordance with the terms of Controlthe agreements for such Performance-Based Awards (the RSU Awards, Other Time-Based Awards, and Performance-Based Awards, collectively the “Awards”). Notwithstanding the foregoing, any Performance-Based Award shall vest if, and only if, at the end of the applicable performance period the performance criteria for each Performance-Based Award is achieved and then only to the extent of such achievement. The pro-rata portion of the Awards to which the Employee shall be entitled or eligible to have vested pursuant to this Section 9.2 shall be determined by multiplying the number of shares then subject to such Awards by a fraction, the Employer (or successor employer to numerator of which is the Employer following the Change number of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following whole months elapsed from the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A grant of the Internal Revenue Code Award until the Date of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary Termination and the Incentive Amount shall be denominator of which is the greater number of (i) Salary and whole months for the Incentive Amount as determined at the time regularly scheduled vesting of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Controlsuch Awards.

Termination by the Employer Without Cause. If the The Employer terminates the Employee's may terminate Executive’s employment without Causecause by a two-thirds majority vote of the Boards, excluding Executive, at any time during the Employer will (i) pay to Employee his Salaryterm of this Agreement, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than by giving the tenth business day following Executive sixty (60) days after days’ written notice of such termination, during which notice period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the date terms of Employeethis Agreement. During the notice period, Executive must fulfill all of Executive’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (andduties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from servicesany. Notwithstanding the preceding provisions foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of this Section 6.2(c), in the event the Employee’s employment Bank. If Executive is terminated by under this section, within thirty (30) days following the Employer (or conclusion of the successor employer to notice period and receipt of the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Controlsigned separation agreement described below, the Employer Bank shall provide Executive: (or successor employer to the Employer following the Change of Controla) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable payment consisting of Executive’s Base Salary for six (6) months or the remainder of the Term, whichever is longer; (b) a lump sum payment consisting of a pro-rated bonus at Executive’s bonus target (based on the 60th day following number of days in the date of Employee’s separation from service (ii) waive calendar year for the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) monthsyear in which the termination without cause occurs); and (iiic) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on by the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater Bank of (i) Salary and Executive's COBRA coverage for six (6) months or the Incentive Amount as determined at the time remainder of the EmployeeTerm, whichever is longer, provided Executive is covered under the Bank’s separation from service health plan and timely elects continued coverage under COBRA, or (ii) Salary the health plan reimbursement amount described in Section 3.5 above. Executive expressly agrees and the Incentive Amount acknowledges that all payments and benefits referenced herein which may be paid to Executive as determined assuming a separation from service immediately prior result of a Termination Without Cause are conditioned upon and subject to the effective date Executive executing a valid separation agreement and general release, which includes a release of all claims the Change in ControlExecutive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Employer Without Cause. If the Employer terminates the Employee's employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment Agreement is terminated by the Employer Without Cause pursuant to this Section 5.4, effective the Date of Termination, the Employer shall, subject to Section 9 hereof, (i) continue to pay the Executive's Base Salary then in effect for a period of forty-eight (48) months after the Date of Termination and (ii) within ninety (90) days of the Employer's last payment of Base Salary under this Section, or the successor employer end of the Employer's fiscal year during which such Termination Without Cause occurs, whichever is earlier, pay two (2) times one hundred percent (100%) of the Bonus the Executive would have been entitled to had he remained an employee of Employer until the end of Employer's fiscal year and during such time, Employer’s business objectives were achieved in a manner that would have entitled Executive to receive full Bonus compensation, including cash and equity awards. Thereafter, the Employer shall have no further obligation to pay compensation to the EmployerExecutive under this Agreement; provided however, that upon a termination by the Employer pursuant to this Section 5.4 within the twenty four (24) without Cause at the time of or within twelve full calendar months after following the effective date of a Change of in Control, the Employer (or successor employer cash payment(s) due to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, Executive as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount Section 5.4 shall be the greater due and payable in full within thirty (30) days of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change Executive's Termination Without Cause. In addition, if the Executive elects to continue participation in Controlany group medical, dental, vision and/or prescription drug plan benefits to which the Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for a period of forty eight (48) months after the Date of Termination (the “Welfare Benefits Continuation Period”), the Employer shall pay the excess of (i) the COBRA cost of such coverage over (ii) the amount that the Executive would have had to pay for such coverage if he had remained employed during the Welfare Benefits Continuation Period and paid the active employee rate for such coverage; provided, however, that (A) that if the Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse), the Employer’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which the Executive is eligible to elect health coverage under COBRA; (C) the Employer-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in the Executive’s income in accordance with applicable rules and regulations; (D) during the Welfare Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (E) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (F) Executive’s rights pursuant to this Section 5.4 shall not be subject to liquidation or exchange for another benefit.

Termination by the Employer Without Cause. If the Employer terminates shall terminate the Employee's employment during the Term and prior to a Change in Control, without CauseCause (and not for Disability or in connection with the Employee's death), the Employer will (i) shall pay to the Employee his Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following within sixty (60) days after the date of Employee’s separation from service ; following termination (iior with respect to Section 9.2(d) waive the applicable COBRA continuation coverage for Employee below within sixty (and, if applicable his spouse and eligible dependents60) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day days following the date end of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(crespective performance period), in consideration of Employee's obligations under Section 13.2, and only if those obligations continue to be met during this payment period: (a) the event greater of either his Base Salary until the Employee’s employment is terminated by end of the Employer (Term or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Base Salary for a period of twenty-four (24) months, in a lump sum payable accordance with Employer's regular payroll practices; (b) Bonuses on each October 31 during the 60th day following remaining Term in an amount equal to Employee's annual Base Salary on the date of Employee’s separation from service termination; (iic) waive pro rata vesting of any equity award which has time-based vesting (a "Time-Based Award"); (d) pro rata vesting of any equity award which has performance-based vesting (a "Performance-Based Award" and, collectively with the Time-Based Award, the "Awards") if, and only if, at the end of the applicable COBRA performance period the performance criteria for each Performance-Based Award is achieved and then only to the extent of such achievement; and (e) continuation coverage for Employee (andof benefits as described in Section 10(1)(B), if applicable his spouse and eligible dependents) but only for a period of twenty12 months. The pro-four (24) months; and (iii) pay 200% rata portion of Employee’s Incentive Amountan Award to which the Employee shall be entitled or eligible to have vested pursuant to this Section 9.2 shall be determined by multiplying the number of shares then subject to such Award by a fraction, in a lump-sum payment payable on the 60th day following numerator of which is the number of whole months elapsed from the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A grant of the Internal Revenue Code Award until the Date of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary Termination and the Incentive Amount shall be denominator of which is the greater number of (i) Salary and whole months for the Incentive Amount as determined at the time regularly scheduled vesting of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Control.such Award. Exhibit 10.2

Termination by the Employer Without Cause. If During the first (1st) year of this Agreement, if the Employer terminates this Agreement without cause, the Employer will pay the Employee the Employee's salary through the first anniversary of the Effective Date and for four (4) consecutive calendar months thereafter. During the second (2nd) year of this Agreement, if the Employer terminates this Agreement without cause, the Employer will pay the Employee the Employee's Salary for the remainder, if any, of the calendar month in which such termination is effective and for four (4) consecutive calendar months thereafter. Notwithstanding the preceding sentence, if the Employee obtains other employment prior to the end of the period in which compensation is being paid pursuant to this Section 6.4(a), he or she must promptly give notice thereof to the Employer, and the Salary payments under this Agreement for any period after the Employee obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Employee from the Employee's other employment for services performed during such period. All payments pursuant to this Section 6.4(a) will be payable in equal periodic installments 6 according to Employer's customary payroll practices, but no less frequently than monthly. For purposes of this Section 6.4(a), termination by the Employer without cause shall include a termination of the Employee's employment at his initiative following the occurrence, without Causethe Employee's prior written consent, of one or more of the Employer will following events: (i) pay to Employee his a reduction in the Employee's Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive a material diminution in the applicable COBRA continuation coverage for Employee's duties or the assignment to the Employee (and, if applicable of duties which are materially inconsistent with the Employee's duties or which materially impair the Employee's ability to function in his spouse and eligible dependents) for a period of twelve (12) monthsor her then-current position; or (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time relocation of the Employee’s separation from service and 's principal place of employment by more than forty-five (ii45) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Controlmiles.

Termination by the Employer Without Cause. If the Employer terminates shall terminate the Employee's ’s employment during the Term and prior to a Change in Control, without CauseCause (and not for Disability or in connection with the Employee’s death), the Employer will shall pay the Employee commencing within sixty (i60) pay days following termination (or with respect to Employee his SalarySection 9.2(d) below within sixty (60) days following the end of the respective performance period), in accordance with normal payroll practiceconsideration of Employee’s obligations under Section 13.2, and only if those obligations continue to be met during this payment period: (a) the greater of either his Base Salary until the end of the Term or his Base Salary for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employeein accordance with Employer’s separation from service regular payroll practices; (iib) waive Bonuses on each October 31 during the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, remaining Term in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, Employee’s Target Bonus in a lump sum payable effect on the 60th day following the date of Employee’s separation from service termination; (iic) waive the applicable COBRA continuation coverage for Employee pro rata vesting of any equity award which has time-based vesting (and, if applicable his spouse and eligible dependents) for a period of twenty“Time-four (24) monthsBased Award”); and (iiid) pay 200% pro rata vesting of Employee’s Incentive Amountany equity award which has performance-based vesting (a “Performance-Based Award” and, in collectively with the Time-Based Award, the “Awards”) if, and only if, at the end of the applicable performance period the performance Exhibit 10.3 criteria for each Performance-Based Award is achieved and then only to the extent of such achievement. The pro-rata portion of an Award to which the Employee shall be entitled or eligible to have vested pursuant to this Section 9.2 shall be determined by multiplying the number of shares then subject to such Award by a lump-sum payment payable on fraction, the 60th day following numerator of which is the number of whole months elapsed from the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A grant of the Internal Revenue Code Award until the Date of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary Termination and the Incentive Amount shall be denominator of which is the greater number of (i) Salary and whole months for the Incentive Amount as determined at the time regularly scheduled vesting of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Controlsuch Award.

Termination by the Employer Without Cause. If the Employer terminates the Employee's ’s employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve thirty (1230) months, commencing no later than the tenth business day following sixty receipt by the Employer of an executed Release (60) days after the date of Employee’s separation from service as described below); (ii) waive the applicable premium otherwise payable for COBRA continuation coverage for Employee (and, if applicable applicable, his spouse and eligible dependents) for a period of twelve thirty (1230) months; and (iii) pay 100250% of the Employee’s Incentive Amount, in a lump-sum payment payable no later then than the tenth business day following receipt by the date Employer of Employee’s separation from servicesan executed Release. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve twenty-four (24) months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will shall provide the Employee with the following: (i) pay to Employee an amount equal to his Salary for a period of twenty-four thirty (2430) months, in a lump sum payable on no later than the 60th tenth business day following receipt by the date Employer of Employee’s separation from service an executed Release (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four thirty (2430) months; and (iii) pay 200250% of Employee’s Incentive Amount, in a lump-sum payment payable on no later than the 60th tenth business day following receipt by the Employer of an executed Release; (iv) any outstanding stock options held by the Employee that are vested and exercisable as of the date of the Employee’s separation from service shall remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one year after the date of Employee’s separation from service, or (B) the original term of the option; and (v) any equity awards held by the Employee that are unvested as of the date of the Employee’s separation from service shall vest, with any performance-based equity awards paid out in such amount as if maximum performance (including any adjustment or modifier) has been achieved for the relevant performance period. Notwithstanding anything to the contrary in the applicable award agreement, any unvested equity awards that so vest will be settled within three (3) business days following sixty (60) days after the receipt by the Employer of an executed Release; provided, however. , that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i), (iii), (iv) and (iiiv) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in of Control.