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

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination during the Employment Term or a Renewal Term, then, the Company shall either (i) shall pay Executive (A) the Executive the benefits payable under Final Payment and (B) severance pay in an executive severance plan, if such a plan is in place on the date amount equal to eighteen (18) months of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on at the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum plus an amount equal to the higher of Target Bonus and (xii) the Executive’s target incentive bonus under the shall continue, while Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid receiving severance pay hereunder, to contribute to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation by Executive and his eligible dependents in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsterms and pays the remainder of the premium cost from month to month in accordance with the schedule established by the Company. The Any obligation of the Company will also provide to Executive under clause (i) or (ii) hereof, however, shall be reduced by any other payments from the Company to which Executive with is entitled as a result of termination (exclusive of any Final Payment due) and is conditioned on Executive signing, in a timely manner, an outplacement assistance benefit effective release of claims in the form of a lumpprovided by the Company (the “Employee Release”) in the form attached hereto as Exhibit X. Xxxxxxxxx pay and Target Bonus to which Executive is entitled hereunder shall be payable pro-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, rata at the sole discretion Company’s regular payroll periods during the eighteen (18) month period immediately following termination of Executive’s employment, with the first payment being made on the Company’s next regular payday following the later of the Compensation Committee effective date of the BoardEmployee Release in the form attached hereto as Exhibit A or the date it is received by the Company, any unvested options but retroactive to purchase Company stock may be acceleratedthe next business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s death or disability), in addition to any Final Compensation due to the Executive, subject to Section 6 below, the Company shall either provide the Executive the following (in the aggregate, the “Severance Benefits”): (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) Company will continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, (ii) the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target annual cash incentive bonus under the Executive Incentive Plan Company’s annual cash incentive program for the year in which the Executive’s employment is terminated or (y) the actual annual cash incentive bonus paid to the Executive, if any, under the Executive Incentive Plan Company’s annual cash incentive program for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and , (iii) the Company shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plansplans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The terms and timely and properly elects to receive COBRA continuation coverage, and (iv) the Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make the Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination after the Start Date, the Company shall either (i) pay the Executive the higher of (i) benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, or (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, until the conclusion of a period of twelve (12) months following the date of termination (if such termination is after the Start Date), the Company shall pay (A) continue to make payments to the Executive under the Executive Incentive Plan; and, (B) pay the full premium cost of the Executive's participation in one lump sum an amount the Company's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The payment(s) described in subparagraph (A) shall be equal to the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; , and shall also, until the conclusion of be pro-rated for any period less than a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsyear. The Company will also provide the Executive with an outplacement assistance benefit in through a firm of its choice at a cost not to exceed $15,000.00. In addition, if within twelve (12) months following such termination, the form Executive relocates from the State of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficientNew York back to Ireland, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole the Company shall pay for all taxes reasonable relocation expenses, as determined by the Company, associated with such relocation (including withholding taxes) on such outplacement assistance benefitthe "Relocation Benefit"). Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive shall be entitled to Final Compensation and the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greaterUnpaid Bonus, (ii) continue to the Company shall pay the Executive his an amount (the “Severance Amount”) equal to the sum of (x) twenty-four (24) months of the Base Salary, Salary at the rate in effect on the date of termination plus (y) the Pro Rata Bonus for the year of termination, until (iii) in accordance with the conclusion terms of the award agreements entered into in connection with the Transition Award, the Executive will receive the Pro Rata Transition Award, and (iv) all other equity awards previously granted to the Executive that are still outstanding but unvested shall be forfeited as provided in the applicable award agreement. The Severance Amount shall be paid to the Executive in a lump sum as further provided for below. Any obligation of the Company to the Executive under this Section 5 (including in the event of a period termination of twelve employment due to death or Disability), other than for Final Compensation, is conditioned on (12A) months the Executive, or the Executive’s Designated Beneficiary, signing and returning to the Company (without revoking) a timely and effective release of claims in the form attached hereto as Exhibit B, by the deadline specified therein, which in all events shall be no later than the forty fifth (45th) calendar day following the date of termination. In additiontermination (any such release submitted by such deadline, the Company shall pay to “Release of Claims”), (B) the Executive not engaging in one lump sum an amount equal to the higher intentional or materially harmful violation of Section 7, 8 or 9(b) of this Agreement, and (xC) the Executive’s target incentive bonus under continued compliance with the Executive Incentive Plan for covenants contained in Section 9(a) of this Agreement (subsections (B) and (C) collectively, the year in which “Compliance Condition”). The Severance Amount, Final Compensation and the Executive’s employment is terminated or (y) the actual incentive bonus Unpaid Bonus shall be paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve within sixty (1260) months days following the date of termination, pay the full premium cost termination of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be acceleratedemployment.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation and in lieu of any benefits which might otherwise be payable to the Executive under a separate severance agreement as a result of such termination, then, until the conclusion of a period equal to eighteen (18) months following the date of termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his the Base Salary, Salary at the rate in effect on the date of terminationtermination and, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay subject to any employee contribution applicable to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following on the date of termination, pay shall continue to contribute to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termslaw. The In addition, the Company will also provide shall pay the Executive an amount, in equal monthly installments commencing as soon as the determination of the amount can be made in accordance with an outplacement assistance benefit Section 4(b) hereof and concluding at the end of the twelve month period following the date of termination, equal to the pro rata share of any accrued bonus due under Section 4(b) for the fiscal year in which the termination occurs (determined by pro-rating the accrued bonus for the fiscal year in which the termination of employment occurs through the date of termination). Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release of a lump-sum payment Claims”). The Release of $15,000 plus Claims required for separation benefits in accordance with Section 5(d) and/or Section 5(e) hereof creates legally binding obligations on the part of the Executive, and the Company and its Affiliates therefore advise the Executive to seek the advice of an additional lump-sum payment attorney before signing it. Base Salary to which the Executive is entitled hereunder shall be payable in an amount sufficientaccordance with the normal payroll practices of the Company, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, will begin at the sole discretion Company’s next regular payroll period which is at least five business days following the later of the Compensation Committee effective date of the BoardRelease of Claims or the date the Release of Claims, any unvested options signed by the Executive, is received by the Company, but the first payment shall be retroactive to purchase Company stock may be acceleratednext business day following the date of termination.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s death or disability), in addition to any Final Compensation due to the Executive, subject to Section 6 below, the Company shall either provide the Executive the following (in the aggregate, the “Severance Benefits”): (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) Company will continue to pay the Executive his her Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, (ii) the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target annual cash incentive bonus under the Executive Incentive Plan Company’s annual cash incentive program for the year in which the Executive’s employment is terminated or (y) the actual annual cash incentive bonus paid to the Executive, if any, under the Executive Incentive Plan Company’s annual cash incentive program for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and , (iii) the Company shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plansplans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The terms and timely and properly elects to receive COBRA continuation coverage, and (iv) the Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make the Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company shall either will (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greaterseverance pay, (ii) continue to pay at the Executive his same rate as the Base Salary, at the rate in effect on the date of termination, until the conclusion of for a period of twelve (12) months following the date of termination. In additiontermination of the Executive’s employment, the Company shall (ii) pay to the Executive in one lump sum an amount equal to the higher of Executive’s Target Bonus (xclauses (i) and (ii), collectively, the “Severance Payments”) and (iii) continue to pay, on the Executive’s target incentive bonus under behalf, the Executive Incentive Plan premiums required to be paid for the year in which the Executive’s employment is terminated continued participation in the Company’s health care benefit plan, including existing spousal or (y) the actual incentive bonus paid to the Executivefamily health care coverage, if anyselected, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in such instance, future payment for the health insurance premiums will cease (the “Healthcare Payments” and, collectively with the Severance Payments, ​ the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B (the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, pay and on the full premium cost Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of the Executive’s participation in employment, including, without limitation, under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, (A) the Company’s group medical and dental insurance plans, provided that Severance Payments to which the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit hereunder shall be in the form of a lump-sum payment salary continuation, payable in accordance with the normal payroll practices of $15,000 plus an additional lump-sum payment the Company, and (B) the Healthcare Payments shall be paid monthly, and in an amount sufficientboth cases of (A) and (B), after giving effect to all federal, state and other taxes with respect to such additional the first payment, which shall be retroactive to make Executive whole the day immediately following the date on which the Executive’s employment terminated, being due and payable on the Company’s next regular payday for all taxes executives that follows the expiration of sixty (including withholding taxes60) calendar days from the date on such outplacement assistance benefitwhich the Executive’s employment terminates. FurthermoreNotwithstanding the foregoing, at in the sole discretion event the Healthcare Payments would, in the determination of the Compensation Committee Board or its delegate, subject the Executive, the Company or any of its Affiliates to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the BoardInternal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any unvested options to purchase Company stock may be acceleratedsuch adverse consequences under the ACA or Section 105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s death or disability), in addition to any Final Compensation due to the Executive, subject to Section 6 below, the Company shall either provide the Executive the following (in the aggregate, the “Severance Benefits”): (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) Company will continue to pay the Executive his his/her Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve six (126) months following the date of termination. In addition, (ii) the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target annual cash incentive bonus under the Executive Incentive Plan Company’s annual cash incentive program for the year in which the Executive’s employment is terminated or (y) the actual annual cash incentive bonus paid to the Executive, if any, under the Executive Incentive Plan Company’s annual cash incentive program for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and , (iii) the Company shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plansplans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The terms and timely and properly elects to receive COBRA continuation coverage, and (iv) the Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make the Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the higher of (i) benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, or (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, until the conclusion of a period of twelve (12) months following the date of termination, the Company shall pay (A) continue to make payments to the Executive under the Executive Incentive Plan; and, (B) pay the full premium cost of the Executive's participation in one lump sum an amount the Company's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The payment(s) described in subparagraph (A) shall be equal to the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; , and shall also, until the conclusion of be pro-rated for any period less than a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan termsyear. The Company will also provide the Executive with an outplacement assistance benefit in the form through a firm of its choice at a lump-sum payment of cost not to exceed $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit15,000. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve eighteen (1218) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to 150% of the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s 's employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; and shall also, until the conclusion of a period of twelve eighteen (1218) months following the date of termination, pay the full premium cost of the Executive’s 's participation in the Company’s 's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s 's target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s 's employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s 's employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s 's participation in the Company’s 's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.

By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, as compensation for his satisfying of those conditions, shall be entitled to the following: (i) the Company shall either (i) pay the Executive a Final Pro-Rated Bonus for the benefits fiscal year in which the Date of Termination occurs, payable at the time annual bonuses are paid to Company executives generally under an its executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a incentive plan or, if later, on the present value to tenth (10th) business day following the Executive later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is greater, received by the Chair of the Board on behalf of the Company; (ii) continue to pay the Company shall provide the Executive his Base Salary, compensation for the period of twelve (12) months following the Date of Termination at the rate in effect of one-twelfth of the Base Salary per month, commencing on the next regular Company payday for its executives that is at least five (5) business days following the later of the effective date of terminationthe Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Chair of the Board, but with the first payment being retroactive to the day immediately following the Date of Termination; (iii) the Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of the conclusion of the period defined in clause (ii) immediately above or the date the Executive becomes eligible for participation in health and dental plans of another employer or the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that in order to be eligible for the Company’s payments hereunder the Executive and each of his qualified beneficiary must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA and (iv) the Company will continue, and will pay the premium cost of, the Executive’s participation in its group life insurance plan for the period of twelve (12) months following the date of termination. In additiontermination or, the Company shall pay if coverage is unavailable to the Executive in one lump sum an amount equal to and provided that he is insurable at normal rates, the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan Company, for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, will pay the full premium cost of the Executive’s participation in the Company’s group medical and dental term life insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide for the Executive with an outplacement assistance benefit the same face amount as his coverage under the Company ’s group life insurance plan at the time his employment terminated. Any equity in the form LLC held by the Executive on the Date of a lump-sum payment Termination shall be governed by the terms of $15,000 plus an additional lump-sum payment in an amount sufficientthe Unit Certificate, after giving effect to all federalthe Plan and the LLC Agreement, state and other taxes as applicable. The Executive’s rights with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may indemnification shall be acceleratedin accordance with Section 12 hereof.