Common use of Company Obligations upon Termination Clause in Contracts

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any expenses owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except any vacation time that has been accrued but unused in the event of a termination for Cause accordance with Company’s Policies, (iii) any reimbursements owed to Executive pursuant to Section 3(a)(iii2(e), ; (iv) any unpaid Annual Bonus earned by Executive for accrued bonus amounts with respect to the year prior to the year in which the Date of Termination occurs, as determined by to the Board extent then unpaid, provided, however, that Executive will not be entitled to receive the amount in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any expenses owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; this subclause (iv) any accumulated unused vacationupon termination of Executive’s employment pursuant to the circumstances listed in Section 3(a)(iii) or Section 3(a)(vi), which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangementsarrangements (including with respect to equity-based awards), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA (as defined below)) or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described payable in Section 2(a) aboveaccordance with applicable law; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus and/or Long Term Incentive Award earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of following the year in which the Date of Termination occurs; (iii) any accrued but unpaid paid vacation owed to Executive pursuant to Section 2(f) above, if applicable; (iv) any expenses owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and vested and arising from Executive’s participation in, or benefits accrued under and vested under, any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law or as specifically provided in a Company Arrangement Arrangement, this Section 4 or hereinotherwise in this Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except any vacation time that has been accrued but unused in the event of a termination for Cause accordance with Company’s Policies, (iii) any reimbursements owed to Executive pursuant to Section 3(a)(iii2(e), ; (iv) any unpaid Annual Bonus earned by Executive for accrued bonus amounts with respect to the year prior to the year in which the Date of Termination occurs, as determined by to the Board extent then unpaid, provided, however, that Executive will not be entitled to receive the amount in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any expenses owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; this subclause (iv) any accumulated unused vacationupon termination of Executive’s employment pursuant to the circumstances listed in Section 3(a)(iii) or Section 3(a)(vi), which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangementsarrangements (including with respect to equity-based awards), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA (as defined below)) or as specifically provided in a Company Arrangement or hereinthis Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above), Executive (or Executive’s estate, as applicable) shall be entitled to receive the sum of: of the following, except to the extent it would result in a duplication of any Accrued Benefits (as defined below): (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned paid time off that has been accrued by Executive for the year prior to the year in which through the Date of Termination occurs, as determined by but unused in accordance with the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occursCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination2(h); (iv) any accumulated unused vacationfully vested and non-forfeitable employee benefits as to which Executive is entitled under the employee benefit plans of the Company, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans; and (v) except in the case of a termination of Executive’s employment for Cause pursuant to Section 3(a)(iii) or by Executive without Good Reason pursuant to Section 3(a)(v), programs or arrangements (collectively, any earned but unpaid Annual Bonus for the “Company Arrangements”)prior fiscal year. Except as otherwise expressly required by law or as specifically provided herein or in a Company Arrangement or hereinthe Severance Plan (as defined below), all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination Date of Termination. In the event that Executive’s employment hereunder.’s

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned by Executive for the year prior bonus payable pursuant to the year Section 2(b) unless set forth otherwise in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occursthis Agreement; (iii) any expenses owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) except in the event of termination for Cause pursuant to Section 3(a)(iii) or Resignation without Good Reason pursuant to Section 3(a)(vi) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except any vacation time that has been accrued but unused in accordance with the event of a termination for Cause pursuant to Section 3(a)(iii)Company’s Policies, any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any expenses reimbursements owed to Executive and duly substantiated in accordance with Company Policy pursuant to Section 2(g) above2, which shall be paid within thirty (30) days after the Date of Termination; and (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Such amounts shall be paid in a lump soon as soon as practicable but in no event later than the thirtieth (30th) day following termination. In addition, upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, other than pursuant to Section 3(a)(iii) for Cause or Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason or for no reason, Executive (or Executive’s estate) shall also be entitled to receive any unpaid Annual Bonus earned by Executive for the completed year prior to the year in which the Date of Termination occurs, as determined by the Board in its discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company, but in no event later than March 15 of the year in which the Date of Termination occurs. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy shall be to receive the payments and benefits described in this Section 3(c) or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3(a) above3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achievedachieved (provided that the amount of any such Annual Bonus earned for 2018 will not be less than the Guaranteed 2018 Bonus) , which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any expenses owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination2(e); and (viv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided in a Company Arrangement benefit plan or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any accrued but unpaid paid vacation owed to Executive pursuant to Section 2(f) above, if applicable; (iv) any expenses owed to Executive pursuant to Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law or as specifically provided in a Company Arrangement Arrangement, this Section 4 or hereinotherwise in this Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described payable in Section 2(a) aboveaccordance with applicable law; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of following the year in which the Date of Termination occurs; (iii) any accrued but unpaid paid vacation owed to Executive pursuant to Section 2(f) above, if applicable; (iv) any expenses owed to Executive pursuant to Section 2(e) or Section 2(g) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and vested and arising from Executive’s participation in, or benefits accrued under and vested under, any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law or as specifically provided in a Company Arrangement Arrangement, this Section 4 or hereinotherwise in this Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the event of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any expenses owed to Executive pursuant to Section 2(g2(e); (iii) aboveany Bonus fully earned for a fiscal year completed prior to the Date of Termination (provided that no portion of such Bonus is still contingent on any additional performance relating to the fiscal year in which such termination occurs; provided that, for these purposes, the actual determination of whether a performance goal was achieved shall not be deemed “additional performance”), but not yet paid pursuant to Section 2(b), which amount shall be paid within thirty (30) days after at the Date of Terminationtime it would have been paid under Section 2(b); (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Terminationaccrued but not yet used personal leave pursuant to Section 2(d); and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy shall be to receive the benefits described in this Section 3(c) and, to the extent applicable, Section 4.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(aSections 3(a)(iv) aboveor 3(a)(v), Executive (or Executive’s estate) shall be entitled to receive each of the sum offollowing, subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except continued payment of Executive’s Annual Base Salary for a period of twelve (12) months, in accordance with the event of a termination for Cause pursuant to Section 3(a)(iii)Company’s regular payroll practices, (iii) any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iiiiv) any accrued but unpaid paid vacation owed to Executive pursuant to Section 2(e) above, if applicable; and (v) any expenses owed to Executive pursuant to Section 2(gSections 2(f) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; above and (vvi) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). In addition, following such Date of Termination any unvested portion of the Sign-On Equity Award and any unvested portion of any Annual Equity Awards will remain outstanding and eligible to be settled at the same time it otherwise would have settled had Executive remained employed on the applicable vesting date in accordance with its terms (without regard for any requirement of continued employment). Except as otherwise expressly required by law or as specifically provided in a Company Arrangement Arrangement, this Section 4 or hereinotherwise in this Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a3(b) above, the Company shall pay to Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) abovepayable on the next payroll date immediately following the Date of Termination; (ii) except in the event of a termination for Cause any accrued but unpaid paid vacation owed to Executive pursuant to Section 3(a)(iii)2(e) above, any unpaid Annual Bonus earned by Executive for if applicable, payable on the year prior to the year in which next payroll date immediately following the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occursTermination; (iii) any expenses owed to Executive pursuant to Section 2(g2(f) above, which shall be paid within thirty (30) days after payable pursuant to the Date of Terminationapplicable reimbursement Policy; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”); and (v) other than as a result of a termination of employment under Section 3(b)(iii) or 3(b)(vi), payment of any earned or accrued, but unpaid, annual bonus for the year prior to the year in which the Date of Termination occurs. Except as otherwise expressly required by law or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3(a) above), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) a prompt lump-sum payment equal to the portion of Executive’s Annual Base Salary earned through the Date of Termination, Termination but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the event prompt reimbursement of a termination for Cause pursuant to Section 3(a)(iii), any unpaid Annual Bonus earned by Executive for the year prior to the year in which the Date of Termination occurs, as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any expenses owed to Executive pursuant to Section 2(g) above2(e), which shall be paid within thirty (30) days after the Date of TerminationSection 2(j), or Section 9(p); (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (viii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements arrangements, (iv) any rights pursuant to Section 9(q) (including for events which occur after the Date of Termination and payable in accordance with such section, provided that no amounts shall be payable to Executive under Section 9(q) in the event Executive’s employment is terminated by the Board for Cause pursuant to Section 3(a)(iii)) or the Indemnification Agreement attached hereto as Exhibit F (including for events which arise after the Date of Termination) or with respect to Executive’s outstanding equity awards, including, without limitation, pursuant to Exhibits A, B and C (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason and the Company is not in breach of this Agreement, Executive’s sole and exclusive rights under this Agreement shall be to receive the payments and benefits described in Section 2(b), this Section 3(c) and/or Section 4, as applicable.