Common use of Salary Continuation Payments Clause in Contracts

Salary Continuation Payments. (a) In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) for a period of 12 months following termination of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (a) In including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated at the end of any Employment Period expiring prior to March 31, 2019 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “cause” (as defined belowSalary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a), then: (i) will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination (i) the Date of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employmentTermination, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period the last day of 12 months following termination of employment, the Employment Period if the Company shall provide Company-paid medical and dental coverage under gives a Notice of Nonrenewal (the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with Section 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general releaseof a Voluntary Termination, or Employee if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after March 31, 2019, by reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches during the 24-month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company’s obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide also cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive’s death.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (a) In including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated at the end of any Employment Period expiring prior to March 30, 2018 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “cause” (as defined belowSalary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a), then: (i) will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination (i) the Date of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employmentTermination, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period the last day of 12 months following termination of employment, the Employment Period if the Company shall provide Company-paid medical and dental coverage under gives a Notice of Nonrenewal (the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with Section 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general releaseof a Voluntary Termination, or Employee if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after March 30, 2018 by reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches during the 24-month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company’s obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide also cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive’s death.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if, (ai) In the event Employeetermination of Executive’s employment was terminated occurs prior to the expiration of the Employment Period for any reason other than Cause or the Executive’s Voluntary Termination, or (ii) the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above such that the Employment Period will terminate prior to March 31, 2019, then the Company agrees to pay Executive amounts which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive's Annual Base Salary and Target Annual Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination the Date of employment, Termination (the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”"Salary Continuation Payments"), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with paragraph 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute of (i) the aforementioned separation agreement and general releaseCompany’s termination of the Executive’s employment for Cause, (ii) the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above such that the Employment Period will terminate on or after March 31, 2019, or Employee (iii) a Voluntary Termination by the Executive, the Salary the Salary Continuation Payments shall be the total of (x) any and all amounts due the Executive by reason of and in accordance with the provisions of paragraph 5( d) above, plus (y) the sum of Fifty Thousand Dollars ($50,000), payable in equal monthly installments of $4,166.67 over a 12-month period following the Date of Termination. If the Executive breaches this Agreement at any time breaches during the twenty-four (24) month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company's obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide also cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive's death.

Salary Continuation Payments. (a) In the event Employee resigns for Good Reason (as defined below), or Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) , for a period of 12 months following termination of employment, the Company shall shall: i) pay to Employee every two weeks 1/26th of (A) the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s his or her employment, or (B) for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; provided, however, that the first payment shall be made on the sixtieth (60th) day following the date of termination, and such first payment shall be equal to the amounts that would have been paid had payments begun immediately after such termination; ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is then actively enrolled in such medical and dental coverage and provided Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) . Notwithstanding the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted foregoing, all payments provided to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) 3.1 are conditioned upon Employee’s execution and non-revocation of a separation agreement and general release, in such form as the Company in its sole discretion determines. The Company shall provide Employee with the proposed form of separation agreement and general release no later than seven (7) days following the date of Employee’s termination, and Employee shall execute such separation agreement and general release no later than fifty-two (52) days after the date of Employee’s termination (Employee shall be provided a seven (7) day revocation period following his or her delivery of such separation agreement and general release to the Company). In the event Employee fails to timely execute the aforementioned separation agreement and general releaserelease (or revokes same), or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or and shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting payments described in this Section 3.1(a)3.1.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if (ai) In the event Employeetermination of Executive’s employment was terminated occurs prior to the expiration of the Employment Period for any reason other than Death, Disability, Cause or the Executive’s Voluntary Termination, or (ii) the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above such that the Employment Period will terminate prior to the twentieth (20th) anniversary of its commencement, then the Company agrees to pay Executive amounts which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive’s Annual Base Salary and Target Annual Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination the Date of employment, Termination (the “Salary Continuation Payments”). The Salary Continuation Payments shall be payable as and when such amounts would be paid in accordance with paragraph 3(a) and (b) above. If (i) the Company shall pay terminates the Executive’s employment for Cause, due to Employee every two weeks 1/26th Executive’s Disability, or by giving written notice of non-renewal of the base salary paid to Employee Employment Period as provided in paragraph 1 above such that the Employment Period will terminate on or after the twentieth (20th) anniversary of its commencement, or (ii) the Executive gives notice of his or her Voluntary Termination, then the Salary Continuation Payments shall be the total of (x) any and all amounts due the Executive by reason of and in accordance with the provisions of paragraph 5(d) above, payable as provided therein, plus (y) the sum of $50,000, payable (a) in the event of a termination by the Company during the 12 under clause (i) of this sentence, over a twelve-month period immediately preceding termination following the Date of Employee’s employmentTermination, in eleven (11) equal monthly installments of $1,000.00, followed by a twelfth and final monthly payment in the amount of $39,000, or for an Employee who was employed (b) in the event of a termination by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; Executive under clause (ii) for of this sentence, over a six-month period of 12 months following termination of employment, beginning on the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects first day of the RSUs shall be governed in accordance with and subject to seventh month following the provisions Date of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general releaseTermination, in such form as five (5) equal monthly installments of $2,000, followed by a sixth and final monthly payment in the Company in its sole discretion determinesamount of $40,000. In If the event Employee fails to execute the aforementioned separation agreement and general release, or Employee Executive breaches this Agreement at any time breaches during the period in which payments are being made hereunder, the Company’s obligation to make any additional Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time to the extent they exceeded $1,000.00. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company’s obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive’s death.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if (ai) In the event Employeetermination of Executive’s employment was terminated occurs prior to the expiration of the Employment Period for any reason other than Cause or the Executive’s Voluntary Termination, or (ii) the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above, then the Company agrees to pay Executive amounts which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive’s Annual Base Salary and Target Annual Bonus as in effect immediately preceding the Date of Termination for a period of 12 twelve (12) months following the Date of Termination (the “Salary Continuation Payments”). The Salary Continuation Payments shall be payable as and when such amounts would be paid in accordance with paragraph 3(a) and (b) above. In the event of (i) the Company’s termination of employmentthe Executive’s employment for Cause, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employmentVoluntary Termination by the Executive, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and or (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects automatic termination of the RSUs Employment Period when the Executive attains the age of sixty-five (65) as provided in paragraph 1 above, the Salary Continuation Payments shall be governed the total of (x) any and all amounts due the Executive by reason of and in accordance with and subject to the provisions of paragraph 5(d) above, plus (y) the applicable RSU agreements and plans)sum of $50,000 payable in equal monthly installments of $4,166.67 over a 12-month period following the Date of Termination. All payments, Company-paid benefits and RSU vesting to Employee provided in If the Executive breaches this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee Agreement at any time breaches during the twelve (12) month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company’s obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide also cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive’s death.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (a) In including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated at the end of any Employment Period expiring prior to October 1, 2020 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination as provided in Section 4(d) and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “cause” (as defined belowSalary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a) or Section 5(e), then: (i) will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination (i) the Date of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employmentTermination, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period the last day of 12 months following termination of employment, the Employment Period if the Company shall provide Company-paid medical and dental coverage under gives a Notice of Nonrenewal (the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with Section 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general releaseof a Voluntary Termination, or Employee if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after October 1, 2020 by reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches during the 24-month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company’s obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide also cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive’s death.

Salary Continuation Payments. (a) In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) , for a period of 12 months following termination of employment, the Company shall shall: i) pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, his or her employment (or for an Employee who was employed by the Company for a period less than 12 months, 80% of the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination); (ii) pay to Employee an amount equal to the pro-rata portion (based on the percentage of the fiscal year Employee remained employed) of Employee’s target annual cash bonus for a period the fiscal year in which Employee’s employment was terminated (and any prior fiscal year annual cash bonus if unpaid at the time of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Employee’s termination), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata pro-rata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any valid and unvested Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements executed on or prior to the date of this Agreement (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits payments and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits payments or RSU vesting described in this Section 3.1(a).

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (a) In including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated at the end of any Employment Period expiring prior to March 26, 2015 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination as provided in Section 4(d) and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “cause” (as defined belowSalary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a) or Section 5(e), then: (i) will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination (i) the Date of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employmentTermination, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period the last day of 12 months following termination of employment, the Employment Period if the Company shall provide Company-paid medical and dental coverage under gives a Notice of Nonrenewal (the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with Section 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general releaseof a Voluntary Termination, or Employee if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after March 26, 2015 by reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches during the 24-month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company’s obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide also cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive’s death.

Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if Executive’s termination occurs for any reason other than for Cause or Executive’s voluntary termination (a“Voluntary Termination”) In pursuant to paragraph 5(d), including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated by reason of the Company’s election pursuant to paragraph 1 not to extend the Employment Period, the Company agrees to pay Executive amounts which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive’s Annual Base Salary (which in no event shall be less than $395,000) and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination the Date of employment, Termination (the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with paragraph 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails of a Voluntary Termination or if Executive is terminated for Cause, the Salary Continuation Payments shall be reduced to execute the aforementioned separation agreement and general releaseagreed total amount of $50,000, or Employee payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches during the 24-month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the terms Company may have against Executive by virtue of his breach of this Agreement, all provisions of this Agreement . The Company’s obligation to make Salary Continuation Payments shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide also cease with respect to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a)periods after Executive’s death.