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

By the Company Other than for Cause. Except as otherwise expressly provided in Section 4.4(d), if, prior to the scheduled expiration of the Term, the Company terminates the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely (i) the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company as in effect from time to time.

By the Company Other than for Cause. Except as otherwise expressly provided in Section 4.4(d), if, prior The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the scheduled expiration Executive. In the event of such termination, in addition to any Final Compensation due to the TermExecutive, the Company terminates the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely will (i) pay the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals Executive severance pay, for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration period of twelve (12) months following the effective date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment employment. Any obligation of salaries as in effect from time to time if Employee has been employed by the Company for more than five to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (5in such a manner that will give legal effect) years but less than and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months days following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Term and paid when otherwise payable pursuant Executive to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation and its Affiliates under this Agreement that survive termination of any kind whatsoever his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, Executive is entitled hereunder which exceeds statutory minimums shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit Asalary continuation, hereafter payable in accordance with the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees normal payroll practices of the Company as for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in effect from time to timeaccordance with Section 4(b).

By the Company Other than for Cause. Except as otherwise expressly The Company may terminate the Executive’s employment 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 4.4(d)5(h) hereof, ifthen, prior in addition to the scheduled expiration of the TermFinal Compensation, the Company terminates the Employee’s employment without CauseExecutive, the Employee as compensation for his satisfying of those conditions, shall be entitled to receive and be paid solely the following: (i) The Company shall pay the Employee's salary then Executive a Final Pro-Rated Bonus for the fiscal year in effect until which the expiration Date of six Termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (610th) months business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Chair of the Board on behalf of the Company. (ii) The Company shall pay the Executive compensation for the longer of (A) that portion of the then-current term of this Agreement that remains after the Date of Termination (if termination occurs during the initial three-year term hereof) or (B) the period of Employee's employment payable over such period twenty-four months following the Date of Termination, at the Company's rate of one-twelfth of the Base Salary per month, commencing on the next regular and customary intervals Company payday for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than its executives that is at least five (5) years; or business days following the Employee's salary then in effect until the expiration later of twelve (12) months following the effective date of the termination Release of Employee's employment payable over such period at Claims or the Company's regular and customary intervals for date the payment Release of salaries as in effect from time to time if Employee has been employed 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 more than five (5) years but less than ten (10) years; or the Employee's salary then in effect Executive and his qualified beneficiaries until the expiration of eighteen (18) months following the effective date first to occur of the termination conclusion of Employee's employment payable over such the period at the Company's regular and customary intervals for the payment of salaries as compensation defined in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), clause (ii) a pro rata portion immediately above or the date Executive becomes eligible for participation in health and dental plans of Employee’s Incentive Compensation, if any during the applicable period Employee was employed another employer which are reasonably comparable to those being provided at that time to Executive and his qualified beneficiaries by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit A, hereafter the “Release”Section 5(d). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company as in effect from time to time.

By the Company Other than for Cause. Except as otherwise expressly provided in Section 4.4(d), if, prior The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the scheduled expiration Executive. In the event of the Termsuch termination, the Company terminates the Employee’s employment without Causein addition to Final Compensation, the Employee shall be entitled to receive and be paid solely (i) the Employee's salary then Company shall pay the Executive a Pro-Rated Annual Bonus for the fiscal year in effect until which termination occurs, payable at the expiration time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of six (6) months following the effective date of the Release or the date it is received by the Chair of the Board on behalf of the Company; (ii) the Company shall provide the Executive severance pay equal to twelve (12) months’ Base Salary, payable in monthly installments and without offset for other earnings; (iii) subject to the exercise by the Executive and his eligible beneficiaries of their rights under the federal law known as COBRA to continue participation in the Company’s group health and dental plans following termination of Employee's his employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by hereunder, the Company for less than five shall pay the premium cost of such health and dental plan participation until the soonest to occur of (5A) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of termination; (B) the termination date the Executive becomes eligible to enroll in the health plan of Employee's employment payable over such period at a new employer or (C) the Company's regular date the Executive ceases to be eligible for continued participation under COBRA; (iv) the Company shall continue, and customary intervals shall pay the premium cost of, the Executive’s participation in its group life insurance plan for the payment period of salaries as in effect from time to time if Employee has been employed by the Company for more than five twelve (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (1812) months following the effective date of termination or, if coverage is unavailable to Executive and provided that he is insurable at normal rates, the termination Company, for twelve (12) months following the date of Employee's employment payable over such period termination, shall pay the premium cost of term life insurance for the Executive with the same face amount as his coverage under the Company’s group life insurance plan at the Company's regular and customary intervals time his employment terminated; (v) the Company shall continue to pay the Executive monthly, for the payment period of salaries as twelve (12) months following the date of termination, an automobile allowance in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee same amount that he was employed by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors receiving as of the date of termination and, during that twelve (12) month period will continue reimbursement of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, normal operating costs and (vi) any COBRA Rights, and the Company shall have no further liability or will pay the cost of outplacement services for the Executive for twelve (12) months following termination or, if less, until the Executive obtains other employment. Any obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholdersto the Executive hereunder, benefit plansother than for Final Compensation, affiliate companiesis conditioned, subsidiarieshowever, upon the Executive signing and the directors, officers, employees, trustees returning a timely and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit A, hereafter the “effective Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company as in effect from time to time.

By the Company Other than for Cause. Except as otherwise expressly provided The Company may terminate the Employee’s employment hereunder other than for Cause at any time. In the event of such termination, the Company shall be obligated to pay the Employee the Final Compensation within the time period required by applicable law (and in Section 4.4(d), if, prior all events within sixty (60) days following the date of termination) and the Final Bonus payable at the time bonuses are payable to the scheduled expiration executives of the TermCompany generally. In addition, provided that the conditions set forth in this Section 5(d) are met, if the Company terminates the Employee’s employment without other than for Cause, the Company shall pay the Employee shall be entitled an aggregate amount, less all lawful withholdings and deductions, equal to receive and be paid solely (i) the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months of the Employee’s base salary (“Severance”) and, if such termination of employment occurs within the twelve (12) month period following the effective date of Effective Date, an amount equal to $700,000 (the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance PaySupplemental Severance”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directorsSupplemental Severance, officersif any, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of is subject to the employment relationship between following conditions: (i) the Employee and the Company (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available Severance or Supplemental Severance under this Section 5(d) if termination of the Employee is due to other employees the death or disability of the Employee; (ii) any obligation of the Company to provide the Employee any Severance or, if applicable, Supplemental Severance is conditioned on the Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such other period as the Company may provide, after the Company has given the Employee the written form of the release requested; (iii) if benefits are payable to the Employee under a separate severance agreement or an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance under this Section 5(d), provided that such offset would not an impermissible change in effect from the time or form of any payments subject to timeSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and (iv) if the Employee violates any of the covenants in Section 7 of this Agreement, the Company shall have no obligation to pay the Employee any outstanding Severance or the Supplemental Severance. The Severance and the Supplemental Severance will be payable in equal installments over eighteen (18) months on the Company’s ordinary payroll days, beginning on the first payroll date following the sixtieth (60th) day after the Employee’s termination, provided that the Employee has timely executed and returned the Release to the Company by such date.

By the Company Other than for Cause. Except as otherwise expressly provided The Company may terminate the Employee’s employment hereunder other than for Cause at any time. In the event of such termination, the Company shall be obligated to pay the Employee the Final Compensation within the time period required by applicable law (and in Section 4.4(d), if, prior all events within sixty (60) days following the date of termination) and the Final Bonus payable at the time bonuses are payable to the scheduled expiration executives of the TermCompany generally. In addition, provided that the conditions set forth in this Section 5(d) are met, if the Company terminates the Employee’s employment without other than for Cause, the Company shall pay the Employee shall be entitled an aggregate amount, less all lawful withholdings and deductions, equal to receive and be paid solely (i) the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months of the Employee’s base salary (“Severance”) and, if such termination of employment occurs within the twelve (12) month period following the effective date of Effective Date, an amount equal to $1,400,000 (the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance PaySupplemental Severance”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directorsSupplemental Severance, officersif any, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of is subject to the employment relationship between following conditions: (i) the Employee and the Company (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available Severance or Supplemental Severance under this Section 5(d) if termination of the Employee is due to other employees the death or disability of the Employee; (ii) any obligation of the Company to provide the Employee any Severance or, if applicable, Supplemental Severance is conditioned on the Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such other period as the Company may provide, after the Company has given the Employee the written form of the release requested; (iii) if benefits are payable to the Employee under a separate severance agreement or an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance under this Section 5(d), provided that such offset would not an impermissible change in effect from the time or form of any payments subject to timeSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and (iv) if the Employee violates any of the covenants in Section 7 of this Agreement, the Company shall have no obligation to pay the Employee any outstanding Severance or the Supplemental Severance. The Severance and the Supplemental Severance will be payable in equal installments over eighteen (18) months on the Company’s ordinary payroll days, beginning on the first payroll date following the sixtieth (60th) day after the Employee’s termination, provided that the Employee has timely executed and returned the Release to the Company by such date.

By the Company Other than for Cause. Except as otherwise expressly provided The Company may terminate Employee’s employment hereunder other than for Cause at any time. Provided that the conditions set forth in this Section 4.4(d)5(d) are met, if, prior to if the scheduled expiration of the TermCompany terminates Employee’s employment other than for Cause, the Company terminates the Employee’s employment without Causeshall pay Employee an aggregate amount, the Employee shall be entitled less all lawful withholdings and deductions, equal to receive and be paid solely (i) the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during base salary at the applicable period Employee was employed by the Company time of Employee’s termination (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee“Severance”). The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by is subject to the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company following conditions: (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause i) Employee shall not be entitled to participate in any severance pay plan made generally available Severance under this Section 5(d) if termination of Employee is due to other employees the death or disability of Employee; (ii) any obligation of the Company to provide Employee any Severance is conditioned on Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such other period as the Company may provide, after the Company has given Employee the written form of the Release requested and (iii) if Employee violates any of the covenants in effect from time Sections 7 or 8 of this Agreement, the Company shall have no obligation to timepay Employee any Severance and Employee shall immediately remit to the Company the full amount of any Severance paid by the Company to Employee. If benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(d). The Severance will be payable according to the Company’s normal payroll practices, with the first payment being made on the Company’s next regular payroll period which is at least eight (8) business days following the later of the effective date of the Release or the date the Release is timely received by the Company. Each payment made in accordance with this Section 5(d) shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent Code Section 409A applies to such payments.

By the Company Other than for Cause. Except as otherwise expressly provided The Company may terminate the Executive’s employment hereunder other than for Cause (and other than in Section 4.4(d), if, prior connection with the Executive’s death or disability) at any time upon written notice to the scheduled expiration Executive. In the event of the Termsuch termination, the Company terminates the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely then (i) the Employee's salary then in effect until Company shall pay to the expiration of six (6) months following Executive the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”)Final Compensation, (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation pay the Executive an amount equal to one and a half times the sum of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any Base Salary and all claims Annual Bonus earned by the Employee against Executive for the full fiscal year immediately preceding the fiscal year in which such termination occurs (the “Termination Compensation”), payable in substantially equal installments in accordance with the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company ’s normal payroll practices as in effect from time to time., over the twelve (12) month period immediately following the termination date (with the first payment to be made on the first payroll date following the effective date of the Employee Release (as defined below) and to include a catch-up to cover any payment that would have been made prior to such date had the Employee Release been effective on the termination date); provided that, if such termination date occurs prior to the conclusion of one full fiscal year of employment from the original hire date, it shall be assumed, for purposes of determining the Termination Compensation, that Executive earned one full fiscal year of her current Base Salary and achieved an Annual Bonus of 100% of her current Base Salary; provided, further, that, if (and only if) such termination date occurs within eighteen (18) months after a Change of Control Event (as defined below), then the Termination Compensation shall be payable to the Executive in a lump sum payment on the first payroll date following the effective date of the Employee Release (rather than in installments, as provided above in this clause (ii)), (iii) subject to any employee contribution applicable to the Executive as of immediately prior to the date of termination, the Company shall continue to pay the cost of the Executive’s participation in the Company’s medical and dental insurance plans for a period of twelve (12)

By the Company Other than for Cause. Except as otherwise expressly provided The Company may terminate Employee's employment hereunder other than for Cause at any time. Provided that the conditions set forth in this Section 4.4(d)5(d) are met, if, prior to if the scheduled expiration of the TermCompany terminates Employee's employment other than for Cause, the Company terminates shall pay Employee an aggregate amount, less all lawful withholdings and deductions, equal to the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely (i) the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals remaining amounts due for the payment of salaries as in effect from time to time if Employee has been employed by the Company for term but not less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date of the termination of Employee's employment payable over such period base salary, along with any accrued rights under the Agreement including bonus, at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if 's termination ("Severance") provided that such offset would not an impermissible change in the time or form of any during the applicable period Employee was employed by the Company (which portion payments subject to Section 409A of the Incentive Compensation shall be reasonably determined by Internal Revenue Code of 1986, as amended (the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee"Code"). The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by is subject to the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company following conditions: (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause i) Employee shall not be entitled to participate in any severance pay plan made generally available Severance under this Section 5(d) if termination of Employee is due to other employees the death or disability of Employee; (ii) any obligation of the Company to provide Employee any Severance is conditioned on Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such other period as the Company may provide, after the Company has given Employee the written form of the Release requested; and (iii) if Employee violates any of the covenants in effect from time Section 7 of this Agreement, the Company shall have no obligation to timepay Employee any Severance and Employee shall immediately remit to the Company the full amount of any Severance paid by the Company to Employee. "The Severance Payment will be payable in equal installments over eighteen (18) months on the Company's ordinary payroll days, beginning on the first payroll date following the sixtieth (60th) day after the Executive's termination, provided that the Executive has timely executed and returned the Release to the Company by such date.

By the Company Other than for Cause. Except as otherwise expressly provided in Section 4.4(d), if, The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days prior written notice to the scheduled expiration of the Term, Executive. If the Company terminates the EmployeeExecutive’s employment without Causeother than for Cause after the Effective Date, in addition to any Final Compensation due to the Executive, the Employee shall be entitled to receive and be paid solely Company will pay the Executive (i) the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period severance pay, at the Company's regular and customary intervals same rate as the Base Salary, for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration a period of twelve (12) months following the effective date of the termination of Employee's employment payable over her employment, and (ii) ) a pro-rata portion of the Executive’s Annual Bonus for the year in which termination occurs, based on the Executive’s actual performance through the date of such period at termination and determined in accordance with Section 4(b) hereof (“Pro-Rata Bonus”), with such pro-rata amount based on the number of days Executive was employed during the fiscal year (the “Severance Payments”) and (iii) continued payment on Executive’s behalf of the premium required to be paid for Executive’s continued participation in the Company's regular and customary intervals ’s health care plan for the payment a period of salaries as in effect from time to time if Employee has been employed by the Company for more than five twelve (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (1812) months following termination, unless the effective date of the termination of Employee's employment payable over Executive is employed by another company, and in such period at the Company's regular and customary intervals instance, future payment for the payment of salaries as in effect from time to time if Employee has been employed by health insurance premiums will cease (the Company for more than ten (10) years (“Healthcare Payments” and collectively with the Severance Payments, the “Severance PayBenefits”). Other than business expenses described in Section 5(a)(iii), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion of the Incentive Final Compensation shall be reasonably determined paid to the Executive at the time prescribed by the Board of Directors as of applicable law and in all events within thirty (30) days following the date of termination of employment. Any obligation of the Term Company to provide the Severance Benefits is conditioned, however, on the Executive signing and paid when otherwise payable pursuant returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit A (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 and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 3.25(g) below, (iiiA) any accrued paid time off pursuant the Severance Payments to Section 3.4which the Executive is entitled hereunder shall be in the form of salary continuation, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefitspayable in accordance with the normal payroll practices of the Company, and (viB) any COBRA Rightsthe Healthcare Payments shall be paid monthly, and in both cases with the Company first payment, which shall have no further liability or other obligation of any kind whatsoever be retroactive to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any day immediately following the date the Executive’s employment terminated, being due and all claims by the Employee against payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date the Executive’s employment terminates. Notwithstanding the foregoing, shall be in full and complete satisfaction the event the Healthcare Payments would, in the determination of any and all rights which the Employee may enjoy hereunderBoard or its delegate, and shall constitute consideration for a full and unconditional release of any and all liability of subject the Executive, the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, Affiliates to any tax or penalty under the Patient Protection and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company Affordable Care Act (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company as in effect amended from time to time, the “ACA”) or Section 105(h) of the Internal 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 such adverse consequences under the ACA or Section 105(h).

By the Company Other than for Cause. Except as otherwise expressly provided in Section 4.4(d)The Company may terminate Executive's employment hereunder other than for Cause at any time upon notice to Executive. In the event of such termination during the Employment Term or a Renewal Term, if, prior to the scheduled expiration of the Termthen, the Company terminates the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely (i) shall pay Executive (A) the Employee's salary then Final Payment, (B) severance pay in an amount equal to twelve (12) months of Base Salary, at the rate in effect at the date of termination, and (C) a pro-rata portion of Executive's Bonus for the year in which the termination occurs in the event that bonuses are paid to other officers of the Company for the same year, or, if the Bonus for the year of termination has not yet been determined, a pro-rata portion of the Bonus paid or payable to Executive for the most recently completed fiscal year of the Company for which an annual bonus was paid or is payable to Executive (in each case, with the pro-rata amount determined by multiplying the amount of such full-year bonus by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365)): (If termination happens in 2018 and the Bonus for the year has not been determined, the pro-rata amount would be calculated using the 2017 Bonus amount paid or payable for the previous CEO) ; and (ii) shall reimburse Executive a monthly amount equal to the amount the Company contributes from time to time to group medical, dental and/or vision insurance premiums (as applicable) for its active employees (the "Monthly Premium Payment"), until the expiration earlier of six (6x) months the end of the Severance Period (as defined below) or (y) the date Executive and his dependents are no longer entitled to coverage under COBRA or Company plans (the "COBRA Period"); provided that Executive timely elects to continue his participation and that of his eligible dependents in such plans, is entitled to continue such participation under applicable law and plan terms and pays the remainder of the premium cost from month to month in accordance with the schedule established by the Company. Any obligation of the Company to Executive under clause (i) or (ii) hereof, however, shall be reduced by any other payments from the Company to which Executive is entitled as a result of termination (exclusive of any Final Payment due) and is conditioned on Executive signing and delivering to the Company, not later than the earlier of (a) sixty (60) days after termination of employment or (b) the deadline for consideration and execution thereof specified in the reasonable form of release of claims to be provided to Executive by the Company at the time Executive's employment terminates (the "Employee Release"), and such deadline therein, together with the end of any applicable revocation period, the "Release Deadline"). Severance pay and Bonus to which Executive is entitled hereunder shall be payable pro-rata at the Company's regular payroll periods during the twelve (12) month period immediately following termination of Executive's employment (the "Severance Period"), with the first payment being made on the Company's next regular payday following the Release Deadline, but retroactive to the next business day following the date of termination of employment; provided, that no payment will be made prior to the effective date of the termination of Employee's employment payable over such period Employee Release and that if at the Company's regular and customary intervals for the payment of salaries as in effect from relevant time to time if Employee has been employed by the Company for less than five (5) years; or the Executive is a Specified Employee's salary then in effect until the expiration of twelve (12) months following the effective date , so much of the termination of Employee's employment amounts payable over such period at the Company's regular and customary intervals for the payment of salaries hereunder as in effect from time constitutes nonqualified deferred compensation subject to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date Section 409A of the termination of Employee's employment Code and that would be payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable six-month period Employee was employed by the Company (which portion of the Incentive Compensation following Executive's termination shall instead be reasonably determined by the Board of Directors as of the date of termination of the Term accumulated and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and in a single sum upon the Company shall have no further liability or other obligation of any kind whatsoever to day after the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents conclusion of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company as in effect from time to timesix-month period.

By the Company Other than for Cause. Except as otherwise expressly provided in Section 4.4(d), if, prior The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the scheduled expiration Executive. In the event of the Termsuch termination, the Company terminates shall pay the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely Executive: (i) promptly following termination and in all events within thirty (30) days thereof (or at such earlier time as may be required by applicable law), any Base Salary earned but unpaid through the Employee's salary then in effect until date of termination, plus (ii) severance payments for a period to end twenty-four (24) months after the expiration termination date (the “Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months following from the effective date of termination and in an amount equal six (6) times the termination of Employee's employment payable over such period Executive’s monthly base compensation in effect at the Company's regular time of such termination and customary intervals for (b) the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date balance of the termination of Employee's employment payable over such period at severance shall be paid in accordance with the Company's regular and customary intervals for ’s then current payroll practices (currently biweekly payments) over the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of next eighteen (18) months following through the effective date that is twenty-four (24) months from the date of termination, each such payment in an amount equal to the termination of Employee's employment payable over such period Base Salary in effect at the Company's regular and customary intervals for the payment time of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion such termination dependent on payroll practices of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion i.e., 1/12th of the Incentive Compensation shall be reasonably determined by the Board of Directors as Base Salary, 1/24th of the date Base Salary, 1/26th of termination of the Term and paid when otherwise payable pursuant to Section 3.2Base Salary, etc.), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any accrued paid time off pursuant to Section 3.4unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any amounts due pursuant to Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 3.64.2), plus (v) any Vested Benefitsvested, and (vi) any COBRA Rights, and outstanding equity grants under the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubtStock Plan, in accordance with the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in terms thereof and any severance pay plan made generally available to other employees of the Company as in effect from time to timeapplicable award agreements.

By the Company Other than for Cause. Except as otherwise expressly provided The Company may terminate the Executive’s employment hereunder other than for Cause (and other than in Section 4.4(d), if, prior connection with the Executive’s death or disability) at any time upon written notice to the scheduled expiration Executive. In the event of the Termsuch termination, the Company terminates the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely then (i) the Employee's salary then in effect until Company shall pay to the expiration of six (6) months following Executive the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”)Final Compensation, (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which portion of the Incentive Compensation shall be reasonably determined by the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever pay the Executive an amount equal to the Employee. The payment sum of Severance Pay shall constitute liquidated damages in lieu of any and all claims Base Salary earned by the Employee against Executive for the full fiscal year immediately preceding the fiscal year in which such termination occurs (the “Termination Compensation”), payable in substantially equal installments in accordance with the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company ’s normal payroll practices as in effect from time to time, over the twelve (12) month period immediately following the termination date (with the first payment to be made on the first payroll date following the effective date of the Employee Release (as defined below) and to include a catch-up to cover any payment that would have been made prior to such date had the Employee Release been effective on the termination date); provided that, if the period from the termination date through the last day that the payments could begin spans two calendar years, such payments shall commence in the second calendar year; provided further that if such termination date occurs prior to the conclusion of one full fiscal year of employment from the original hire date, it shall be assumed, for purposes of determining the Termination Compensation, that Executive earned one full fiscal year of his current Base Salary; provided, further, that, if (and only if) such termination date occurs within eighteen (18) months after a Change of Control Event (as defined below), then the Termination Compensation shall be payable to the Executive in a lump sum payment on the first payroll date following the Effective date of the Employee Release (rather than in installments, as provided above in this clause (ii)), (iii) subject to any employee contribution applicable to the Executive as of immediately prior to the date of termination, the Company shall continue to pay the cost of the Executive’s participation in the Company’s medical and dental insurance plans for a period of twelve (12) months, provided that if the Executive’s continued participation in such plans would result in a violation of any non-discrimination rules or result in any fines, penalties or excise taxes to the Company or any of its affiliates or if the Executive is otherwise not eligible to continue participation in such plans under applicable law or plan terms, then, to the extent possible without resulting in such violation, fines, penalties or excise taxes, the Company shall instead make monthly cash payments to the Executive in an amount equal to the employer portion of the monthly insurance premiums that would have been applicable had the Executive been eligible to continue such participation (the benefit described in this clause (iii), collectively, the “Benefit Continuation”) (items (i) – (iii) collectively shall be defined as the “Severance Benefits”).

By the Company Other than for Cause. Except as otherwise expressly provided The Company may terminate Employee’s employment hereunder other than for Cause at any time. Provided that the conditions set forth in this Section 4.4(d)5(d) are met, if, prior to if the scheduled expiration of the TermCompany terminates Employee’s employment other than for Cause, the Company terminates the Employee’s employment without Causeshall pay Employee an aggregate amount, the Employee shall be entitled less all lawful withholdings and deductions, equal to receive and be paid solely (i) the Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if base salary at the time of Employee’s termination (“Severance”)(provided that such offset would not an impermissible change in the time or form of any during the applicable period Employee was employed by the Company (which portion payments subject to Section 409A of the Incentive Compensation shall be reasonably determined by Internal Revenue Code of 1986, as amended (the Board of Directors as of the date of termination of the Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee“Code”). The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by is subject to the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company following conditions: (in the form of Exhibit A, hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in the event of termination of employment by the Company without Cause i) Employee shall not be entitled to participate in any severance pay plan made generally available Severance under this Section 5(d) if termination of Employee is due to other employees the death or disability of Employee; (ii) any obligation of the Company to provide Employee any Severance is conditioned on Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such other period as the Company may provide, after the Company has given Employee the written form of the Release requested; and (iii) if Employee violates any of the covenants in effect from time Sections 7 of this Agreement, the Company shall have no obligation to timepay Employee any Severance and Employee shall immediately remit to the Company the full amount of any Severance paid by the Company to Employee. The Severance payment will be payable in equal installments over eighteen (18) months on the Company’s ordinary payroll days, beginning on the first payroll date following the sixtieth (60th) day after the Executive’s termination, provided that the Executive has timely executed and returned the Release to the Company by such date.