Common use of Severance Payment Clause in Contracts

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses paid to the Executive for the prior two fiscal years three-month, six-month and nine-month anniversaries of the Company ending prior to the Change Termination Date (and in Corporate Controleach case no interest shall accrue on such amount); provided, however, that if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the provision Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during If the Employment Term at any time during the period of Executive resigns with Good Reason within twelve (12) consecutive months following the occurrence of after a Change in Corporate Control, Control the Executive is involuntarily terminated shall be entitled to receive (other than for Causewithout duplication) or the Executive terminates his employment for Good ReasonAccrued Obligations, and, in consideration of the Executive’s release and waiver of claims in accordance with Section 9(f), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive lieu of the Releasebenefits described in Sections 9(a)(i), (ii), (iii) and (iv), the Executive shall be entitled to receive (i) a lump sum severance single cash payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ix) two times the Executive’s Executive annual Base Salary, as in effect at the time of the Change in Corporate Control, and plus (iiy) two times the average of the annual cash bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal ; and (or similar publicationii) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated entitled to elect continuation coverage under the Company’s group health plan pursuant to applicable law (other than for Cause) or including but not limited to COBRA and/or applicable employment standards legislation), the Executive terminates his employment for Good Reason, he shall be entitled to provided continued coverage coverage, at the Company’s expense expense, under any group health insurance programs plan maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen twelve (1812) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the group health benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveExecutive under the Code, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth nine (1/12th9) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Code Section 409A, such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; and (b) the amount equal to the target Cash Bonus then in effect for the Executive for the prior two fiscal years year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, if the Executive’s target bonus at 50% of the Company ending prior then Base Salary equals $120,000 for the calendar year and the Executive is terminated on October 15th as a result of an Involuntary Termination, then the payment described in clause (b) shall equal $100,000 (i.e., ten (10) months’ prorated bonus at fifty percent (50%) of the then Base Salary with October counting as a month worked). Any such amount paid with respect to the Change in Corporate Control, if any. Such present value Cash Bonus shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date of the Change in Corporate Control. Such lump sum payment shall be made that annual bonuses are paid to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearsimilarly situated executives.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of Executive’s Base Salary which shall be paid according to the sum of following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses paid to the Executive for the prior two fiscal years balance of such amount shall be payable within ten (10) days of each of the Company ending prior to the Change in Corporate Controlthree-month, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90six-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date month and nine-month anniversaries of the Change Termination Date (and in Corporate Control. Such lump sum payment each case no interest shall be made to the Executive within sixty (60) days following the date of accrue on such involuntary termination. In additionamount); provided, however, that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the provision Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he of Executive's Annual Base Salary which shall be entitled paid according to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of his termination, which coverage such amount shall be continued for eighteen payable within ten (1810) months or untildays of following the Termination Date, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A and (b) one-fourth of the Code balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409 A of the regulations and other guidance issued thereunderInternal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the provision event of Executive's Termination Upon Change of Control, Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, however, that if Section 409 A of the in-kind benefits during one Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if Executive's target bonus at 100% equals $120,000 for the calendar year and Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months' prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of 1.5 times the sum of amount set forth in Section 4.1 which shall be paid according to the following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses paid to the Executive for the prior two fiscal years balance of such amount shall be payable within ten (10) days of each of the Company ending prior to the Change in Corporate Controlthree-month, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90six-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date month and nine-month anniversaries of the Change Termination Date (and in Corporate Control. Such lump sum payment each case no interest shall be made to the Executive within sixty (60) days following the date of accrue on such involuntary termination. In additionamount); provided, however, that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the provision Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth eighteen (1/12th18) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses paid to the Executive for the prior two fiscal years balance of such amount shall be payable within ten (10) days of each of the Company ending prior to the Change in Corporate Controlthree-month, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90six-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date month and nine-month anniversaries of the Change Termination Date (and in Corporate Control. Such lump sum payment each case no interest shall be made to the Executive within sixty (60) days following the date of accrue on such involuntary termination. In additionamount); provided, however, that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the provision Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. IfSubject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, during the Employment Employee shall be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (1) an amount equal to the pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Employee would have received had the Employee remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Employee was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-current officers of the Corporation under the then-applicable Short Term at any time during Plan for the period fiscal year in which the Date of Termination occurs, plus (2) an amount equal to one times the Employee’s Base Salary as of the Date of Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twelve (12) consecutive months following months; provided, however, that any Severance Payment installments payable under this Section 6(b)(iii) that otherwise would be paid during the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the date Date of such involuntary termination. In addition, if during Termination will be delayed and included in the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable first installment paid to the ExecutiveEmployee on the first payroll date that is more than sixty (60) days after the Date of Termination, such benefitsand provided further that if the Employee is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Date of Termination, then no payments of deferred compensation payable due to Employee’s separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Employee under subsections (A) or (B) above will be reduced by the amount of any compensation earned by the Employee for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the period of those benefitstime Employee receives Severance Payment installments under subsection (A) or (B) above, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. IfIn the event of the Executive’s Involuntary Termination, during the Employment Term at any time during after the period of date hereof the Executive shall be entitled to receive an amount equal to twelve (12) consecutive months of the Executive’s Base Salary which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the occurrence Termination Date, and (ii) one-fourth of a Change in Corporate Control, the Executive is involuntarily terminated such amount shall be payable within ten (other than for Cause10) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive days of each of the Releasethree-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum severance payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the present value extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a series of monthly payments for twenty-four given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ib) the Executive’s Base Salary, as target bonus then in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to for the Executive for the prior two fiscal years year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the Company ending prior to the Change in Corporate ControlCompany; provided, however, that if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if the provision of Executive’s target bonus at 100% equals $120,000 for the in-kind benefits during one calendar year and the Executive is terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked). For the avoidance of doubt, this section shall not affect apply to the in-kind benefits to be provided bonuses referenced in any other calendar yearExecutive’s Employment Offer Letter dated as of January 31, 2017.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth sixteen (1/12th16) months of the sum of (i) the Executive’s Base Salary, as in effect at which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one and a quarter (1.25) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive’s target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months’ prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth nine (1/12th9) months of the sum of (i) the Executive’s Base Salary, as in effect at which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one (1) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive’s target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months’ prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If, during If your employment with the Employment Term Company is terminated without “Cause” (as defined in Section 7) at any time during within 150 days prior to or within two years following a “Change of Control” (as defined in Section 5), you will receive the period of twelve “Severance Payment” described below. You will also receive the Severance Payment if you terminate your employment for “Good Reason” (12as defined in Section 6) consecutive months at any time within two years following the occurrence of a Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of . The Severance Payment equals the sum of (i) two times the Executive’s Base Salaryhigher of (x) your annual base salary on the date of termination of your employment, as in effect at or (y) your annual base salary on the time of date preceding the Change in Corporate of Control, and (ii) two times the higher of: (x) the average annual incentive compensation paid to you in the two years prior to termination of your employment or (y) the annual incentive compensation paid to you in the year preceding the year in which the Change of Control occurred (for purposes of determining the amount of the annual bonuses Executive’s incentive compensation paid for any year during this one- or two-year period, the amount of the incentive compensation considered paid for purposes of this provision shall be the sum of (A) the actual Bonus paid to the Executive for Executive, or (B) the prior two fiscal years fair market value (determined at the time of grant and not at the time of vesting) of the Company ending prior shares of the Company’s restricted stock, options and other equity-based awards that became vested in such year). Notwithstanding the above, the Severance Payment shall not exceed the lesser of (i) an amount that could be paid on account of a Change of Control that is not subject to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal imposition of any excise tax under Code Section 4999 and is not otherwise subject to the interest rate on 90non-day Treasury billsdeductibility provisions of Code Section 280G, or (ii) $4 million. The Severance Payment will be paid in one lump sum as soon as the revocation period of your legal release has expired (explained in more detail below), but in no event more than 60 days following termination of your employment; provided that if you are a “Specified Employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as reported in amended (“Code”)) and the Wall Street Journal (or similar publication) payment does not comply with any exception to Section 409A, the above payment will be paid to you on the date first day of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days seventh month following the date of such involuntary terminationyour “Separation from Service” (as defined in your Employment Agreement) along with accrued interest at the rate of interest announced by Bank of America, Arizona from time to time as its prime rate (the “Prime Rate”) from the date that payments to you should have been made under this Agreement. If you die after your termination of employment but before receiving the above payment, the Company will distribute the benefits to your beneficiary as soon as administratively feasible following the date of your death. You are not entitled to receive the Severance Payment if your employment is terminated for Cause, if you terminate your employment without Good Reason, or if your employment is terminated by reason of your “Disability” (as defined in Section 8(d)) or your death (unless death or Disability occurs after a Notice of Termination). In addition, you are not entitled to receive the Severance Payment if during your employment is terminated by you or the Employment Term within twelve (12) months Company for any or no reason prior to 150 days before a Change of Control occurs or more than two years after a Change of Control has occurred. Notwithstanding anything in Corporate Control this Agreement to the Executive is involuntarily terminated contrary, in order to receive the Severance Payment described in this Section 2, you must execute (other than for Causeand not revoke) or a legal release (“Release Agreement”), in the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at form and substance reasonably requested by the Company’s expense under any health insurance programs maintained by , in which you release the Company, Affiliates, directors, officers, employees, agents and others affiliated with the Company in which from any and all claims, including claims relating to your employment with the Executive participated at Company and the time termination of his termination, which coverage your employment. The Company shall provide you with the Release Agreement within 5 days following your termination of employment (or “Separation from Service” if you are a “Specified Employee”). The Release Agreement must be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable executed and returned to the Executive, such benefits, Company within the 21 or 45 day (as applicable) period described in the Release Agreement and you must not revoke it within the 7-day revocation period described in the Release Agreement. The Severance Payment will be paid to you without regard to whether you look for purposes or obtain alternative employment following termination of Section 409A of your employment with the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCompany.

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after of Executive’s Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive’s Termination Upon Change in Corporate Control the of Control, Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at receive, within ten (10) days following the Company’s expense under Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any health insurance programs maintained by actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for Executive for the year in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executivesuch termination occurs, such benefitspayment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, for purposes of however, that if Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if Executive’s target bonus at 100% equals $120,000 for the provision of the in-kind benefits during one calendar year and Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after of Executive's Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive's Termination Upon Change in Corporate Control the of Control, Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at receive, within ten (10) days following the Company’s expense under Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any health insurance programs maintained by actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for Executive for the year in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executivesuch termination occurs, such benefitspayment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, for purposes of however, that if Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if Executive's target bonus at 100% equals $120,000 for the provision of the in-kind benefits during one calendar year and Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months' prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. IfSubject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, during the Employment Employee shall be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (A) an amount equal to the pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Employee would have received had the Employee remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Employee was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-current officers of the Corporation under the then-applicable Short Term at any time during Plan for the period fiscal year in which the Date of Termination occurs, plus (B) an amount equal to one times the Employee’s Base Salary as of the Date of Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twelve (12) consecutive months following months; provided, however, that any installments that otherwise would be paid during the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the date Date of such involuntary termination. In addition, if during Termination will be delayed and included in the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable first installment paid to the ExecutiveEmployee on the first payroll date that is more than sixty (60) days after the Date of Termination, such benefitsand provided further that if the Employee is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Date of Termination, then no payments of deferred compensation payable due to Employee’s separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Employee under subsections (A) or (B) above will be reduced by the amount of any compensation earned by the Employee for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the 12-month period immediately following the Date of those benefitsTermination, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Provided that the Executive is involuntarily not entitled to any benefits set forth in Section 4 below and subject to the Executive’s having executed and, if applicable, not revoked, a release of claims reasonably satisfactory to the Company (the “Release of Claims”), in the event the Executive’s employment is terminated (by the Company other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive the following (collectively, the “Severance Benefits”): (i) a lump sum cash payment, in lieu of any other severance payment equal pursuant to any other plan or agreement of the present value Company or any subsidiary thereof to which the Executive is otherwise entitled, of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth his then annual base salary as in effect immediately prior to the date of termination (1/12ththe “Severance Payment”); (ii) the bonus that would have been due the Executive for the year in which the Executive’s termination of employment occurs, calculated as if the Company achieved financial performance for that year equal to that set forth in the then most recent budget for that year approved by the Board of Directors of the Company, prorated for the number of months worked in the fiscal year the termination occurred (the “Bonus Payment”); (iii) continued medical, hospitalization, life and other insurance benefits being provided to the Executive and the Executive’s family at the date of termination, for a period of twelve (12) months after the date of termination; provided, however, that the Company shall have no obligation to continue to provide the Executive with such insurance benefits for any periods after the date the Executive obtains comparable benefits (with no significant pre existing condition exclusions) as a result of the Executive’s employment in a new position; and (iv) to the extent permitted under Section 409A of the Code, a lump sum settlement of all deferred compensation arrangements. Subject to Section 7, the Severance Payment and the Bonus Payment shall be payable in a lump sum within 10 business days following the effective date of the Release of Claims. The Executive shall not be entitled to the Severance Benefits if (i) the Executive’s Base Salary, employment is terminated by the Company for Cause or as in effect at the time a result of the Change in Corporate Control, and Executive’s death or Disability or (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by with the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearreason.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive's Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of Executive's Base Salary which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within thirty (30) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Code Section 409A, such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive's Involuntary Termination, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; and (b) the amount equal to the target Cash Bonus then in effect for the Executive for the prior two fiscal years year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, if the Executive's target bonus at 50% of the Company ending prior then Base Salary equals $120,000 for the calendar year and the Executive is terminated on October 15th as a result of an Involuntary Termination, then the payment described in clause (b) shall equal $100,000 (i.e., ten (10) months' prorated bonus at fifty percent (50%) of the then Base Salary with October counting as a month worked). Any such amount paid with respect to the Change in Corporate Control, if any. Such present value Cash Bonus shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date of the Change in Corporate Control. Such lump sum payment shall be made that annual bonuses are paid to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearsimilarly situated executives.

Severance Payment. If, during If Executive’s employment is terminated by the Employment Term at any time during the period of twelve Company without Cause (12) consecutive months following the occurrence of a Change as defined in Corporate Control, the Executive is involuntarily terminated (other than for CauseSection 7.1 above) or if Executive voluntarily resigns Executive’s position with the Executive terminates his employment Company for Good Reason, then subject to compliance with the restrictive covenants Reason (as defined in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four 7.3 above) within thirty (2430) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending days prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate of Control the (as that term is defined below), Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at receive the Company’s expense under any health insurance programs maintained by Severance Payment described in subsection 7.2 above, provided Executive complies with the Company in which Severance Obligations except that (i) the Executive participated at the time of his termination, which coverage “Severance Payment” amount shall be continued for increased to eighteen (18) months or until, if earlier, of Executive’s Base Salary then in effect on the date of termination and paid in a single lump-sum payment, without interest, on or before the Executive obtains comparable coverage under a second regularly scheduled payroll date following the effectiveness of the binding release as set forth in subsection 7.2 above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in Section 7.2 would span two (2) calendar years, then, subject further to Section 7.7(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs; (ii) payment by the Company of the premiums required to continue Executive’s group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) care coverage shall be provided increased to eighteen (18) months following Executive’s termination, under COBRA (subject to conversion of such payment to a Special Separation Payment as separate monthly in-kind payments of those benefitsdescribed in Section 7.2), and (iii) Executive shall receive one hundred percent (100%) vesting of any outstanding equity awards that remain unvested at the time of such termination, provided, in each case, that Executive complies with all the conditions described in subsection 7.2 above. Notwithstanding the provisions set forth in Section 7.8(a)(iii) above, to the extent those benefits are an equity award confers greater rights to Executive, the terms of that award shall govern. In addition, to the extent that the determination of the number of shares subject to and an equity award potentially vesting is based on performance metrics, then the number of shares subject to accelerated vesting shall be determined based on the formulae in such award to the extent ascertainable and, if not otherwise excepted from Section 409A ascertainable, shall be the “target” number of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits shares subject to be provided in any other calendar yearsuch an equity award.

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (or if Company terminates Executive’s employment other than for Cause) Cause or the Executive terminates his employment resigns for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after of Executive’s Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a Change lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in Corporate Control each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Executive is involuntarily terminated Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive’s Termination for any reason other than for Cause(i) Cause or the Executive terminates his employment for (ii) Executive’s resignation without Good Reason, he Executive shall be entitled to continued coverage at receive, within ten (10) days following the Company’s expense under Termination, a lump sum payment equal to one hundred percent (100%) of (a) any health insurance programs maintained by actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for Executive for the year in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executivesuch termination occurs, such benefitspayment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, for purposes of however, that if Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if Executive’s target bonus at 100% equals $120,000 for the provision of the in-kind benefits during one calendar year and Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive terminates his employment for Good Reason, then subject to remaining in strict compliance with the restrictive covenants in Section 9 terms of this Agreement and Section 10 any other written agreements between the Corporation and the execution and timely return by the Executive of the ReleaseExecutive, the Executive shall be entitled to receive a lump sum the following amount as severance payment equal pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (A) if the Executive’s Date of Termination occurs prior to the present value date the Executive is paid his FY13 Bonus Award, the amount of a series the Executive’s FY13 Bonus Award payable at the same time as bonuses for the Corporation’s fiscal year ending June 30, 2013 are paid to other then-current officers of monthly payments for twentythe Corporation under the then-four applicable Short Term Plan, plus (24B) monthsif the Executive’s Date of Termination occurs after June 30, each in 2013, an amount equal to onethe pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Executive would have received had the Executive remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Executive was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-twelfth (1/12th) current officers of the sum Corporation under the then-applicable Short Term Plan for the fiscal year in which the Date of Termination occurs, plus (iC) an amount equal to one times the Executive’s Base Salary, Salary as in effect at the time of the Change Date of Termination, payable in Corporate Control, and (ii) substantially equal installments in accordance with the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) Corporation’s normal payroll policies commencing on the date Date of Termination and continuing for twelve (12) consecutive months; provided, however, that any installments that otherwise would be paid during the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the Date of Termination will be delayed and included in the first installment paid to the Executive on the first payroll date that is more than sixty (60) days after the Date of such involuntary termination. In additionTermination, and provided further that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated considered a “specified employee” (other than for Causeas defined in Treasury Regulation Section 1.409A-1(i)) or as of the Executive terminates his employment for Good ReasonDate of Termination, he shall be entitled then no payments of deferred compensation payable due to continued coverage at the CompanyExecutive’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Executive under subsections (B) or (C) above will be reduced by the amount of any compensation earned by the Executive for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the 12-month period immediately following the Date of those benefitsTermination, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. IfSubject to the Executive’s having executed and, during if applicable, not revoked, a release of claims reasonably satisfactory to the Employment Term at any time during Company (the period “Release of twelve (12) consecutive months following Claims”), in the occurrence of a Change in Corporate Control, event the Executive Executive’s employment is involuntarily terminated (by the Company other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive the following (collectively, the “Severance Benefits”): (i) a lump sum cash payment, in lieu of any other severance payment equal pursuant to any other plan or agreement of the present value Company or any subsidiary thereof to which the Executive is otherwise entitled, of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth his then annual base salary as in effect immediately prior to the date of termination (1/12ththe “Severance Payment”); (ii) the bonus that would have been due the Executive for the year in which the Executive’s termination of employment occurs, calculated as if the Company achieved financial performance for that year equal to that set forth in the then most recent budget for that year approved by the Board of Directors of the Company, prorated for the number of months worked in the fiscal year the termination occurred (the “Bonus Payment”); (iii) continued medical, hospitalization, life and other insurance benefits being provided to the Executive and the Executive’s family at the date of termination, for a period of twelve (12) months after the date of termination; provided, however, that the Company shall have no obligation to continue to provide the Executive with such insurance benefits for any periods after the date the Executive obtains comparable benefits (with no significant pre existing condition exclusions) as a result of the Executive’s employment in a new position; and (iv) to the extent permitted under Section 409A of the Code, a lump sum settlement of all deferred compensation arrangements. Subject to Section 5, the Severance Payment and the Bonus Payment shall be payable in a lump sum within 10 business days following the effective date of the Release of Claims. The Executive shall not be entitled to the Severance Benefits if (i) the Executive’s Base Salary, employment is terminated by the Company for Cause or as in effect at the time a result of the Change in Corporate Control, and Executive’s death or Disability or (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by with the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearreason.

Severance Payment. If(i) In the event Executive’s employment shall be terminated by the Company without Cause or by Executive for Good Reason, then, in addition to the payments and benefits described in Section 5(a) above, (A) the Company shall, during the Employment Term Severance Period, pay to Executive in equal installments, an amount equal to twelve (12) months of Executive’s Annual Base Salary in effect at the Date of Termination, ignoring any time during reduction in Annual Base Salary which forms the basis of Executive’s termination for Good Reason, if applicable (the “Severance Payment”); and (B) the Company shall pay to Executive a pro-rata share of the Annual Cash Bonus to which Executive would have become entitled had Executive remained employed through the end of the fiscal year in which the Date of Termination occurs (i.e., calculated based on the extent to which the Company performance goals for such Annual Cash Bonus have been achieved for such fiscal year), paid in a lump sum no later than one hundred twenty (120) days following the end of the fiscal year in which Executive’s termination occurs and in any event concurrent with payment of annual cash bonuses to other senior executive officers of the Company; (C) the Options that are outstanding and unvested as of immediately prior to the Date of Termination, if any, shall accelerate vesting and exercisability fully for any time-vested Options and on a 100% of target basis for all performance-based Options and (D) for a period of twelve (12) consecutive months following the occurrence Date of a Change in Corporate ControlTermination, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good ReasonCompany shall continue to provide, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense expense, or pay the cost of Medical and Health benefits to Executive and/or Executive’s family. If Executive becomes reemployed with another employer during such period and is eligible to receive employee medical and health benefits under any health insurance programs maintained by another employer provided plan, the Company in which shall not be obligated to continue to provide the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such Medical and Health benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those that reasonably similar medical and health benefits are subject available to Executive pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 5(b)(i), by paying the applicable premiums for continuation coverage pursuant to COBRA for Executive and/or his family, for as long as such COBRA coverage is available under the law, but not to exceed the Severance Period. The Options shall remain outstanding after the Date of Termination until at least the earlier of (1) the date three (3) months from the Date of Termination and not otherwise excepted (2) the date on which the Options would have expired by their original terms (disregarding any early termination due to Executive’s separation from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearservice).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive's Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth sixteen (1/12th16) months of Executive's Base Salary, which shall be paid according to the sum of following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within thirty (30) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive's Termination Upon Change of Control, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one and a quarter (1.25) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive's target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months' prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of Executive’s Base. Salary which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses paid to the Executive for the prior two fiscal years three-month, six-month and nine-month anniversaries of the Company ending prior to the Change Termination Date (and in Corporate Controleach case no interest shall accrue on such amount); provided, however, that if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the provision Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount. earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (or if Company terminates Executive’s employment other than for Cause) Cause or the Executive terminates his employment resigns for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of eight months of Executive’s Annual Base Salary and $25,000, which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten days of each of the three-month, six-month, nine-month and 12 month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive’s termination for any reason other than (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and Cause or (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Executive’s resignation without Good Reason, he Executive shall be entitled to continued coverage at receive, within ten days following the Company’s expense under termination, a lump sum payment equal to 100% of (a) any health insurance programs maintained by actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for Executive for the year in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executivesuch termination occurs, such benefitspayment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, for purposes of however, that if Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if Executive’s target bonus at 100% equals $120,000 for the provision of the in-kind benefits during one calendar year and Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If(a) If the Corporation and the Employee do not enter into a renewal agreement to be effective January 1, during the Employment Term at any time during the 2008, for a period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonat least two years and containing similar terms and conditions to those set forth herein, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and Corporation will pay the execution and timely return by the Executive of the ReleaseEmployee, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) monthsas additional compensation, each in an amount equal to onethe Employee's then current annual Base Salary, as determined under Section 4(a), payable semi-twelfth monthly in arrears for the twelve months ending December 31, 2008; such compensation is hereinafter referred to as the "Severance Payment". (1/12thb) Notwithstanding the provisions of Section 8 (a) above, the sum of Employee will not receive the Severance Payment if, (i) the Executive’s Base Salary, as in effect at Corporation declines to enter into a renewal agreement with the time Employee because the Employee breached the confidentiality and/or non-compete provisions of the Change in Corporate Control, and this Employment Agreement or any other material terms or conditions of his employment; (ii) the average Employee has been terminated for Cause hereunder; (iii) the Employee declines to enter into a renewal agreement with the Corporation, and the Corporation has offered a renewal agreement for a period of not less than two years, containing similar terms and conditions as discussed herein; or (iv) the Employee has received a change of control payment from the Corporation that provides change of control benefits that are at least equal to the amount that would be received by the Employee pursuant to Section 8(a) above. (c) If the Employee's employment is terminated for Cause, the Corporation's sole obligation hereunder shall be to pay the Employee (i) any accrued and unpaid Base Salary as of the annual bonuses date of termination, (ii) an amount equal to such reasonable and necessary business expenses incurred by the Employee in connection with the Employee's employment on behalf of the Corporation on or prior to the date of termination, but not previously paid to the Executive Employee, and (iii) if the basis for the prior two fiscal years such termination arises under clause (i) of the Company ending prior to definition of "Cause," his base Salary (at the Change rate in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) effect on the date of termination) through the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following twelve-month anniversary of the date of such involuntary termination. In addition, if during termination in accordance with the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A normal payroll practices of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and Corporation with respect to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearBase Salary. 9.

Severance Payment. IfThe Company has agreed to provide Xxxxx with a severance payment, during as an Employee of the Employment Term at any time Company, recognizing his service to the Company, pursuant to which the Company will make payments equal to Xxxxx'x current fixed base salary of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33) per month, for and during the period of twelve November 3, 1997 to and including the week ending May 5, 2000. In addition, Xxxxx shall be provided with the same medical benefits to which all employees of the Company are entitled from time to time, currently: medical - Oxford Health; and Dental Guardian (12) consecutive months following the occurrence of a Change "Fringe Benefits"). In the event Company takes such action as will prevent Company from providing such Fringe Benefits to Xxxxx, then, and in Corporate Controlthat event, the Executive Company shall make monthly payments to Xxxxx, in addition to the fixed base salary as aforesaid, equal to the most recent cost to the Company, for providing the Fringe Benefits to its employees generally, prior to the termination of operations of Company. Further, in the event Xxxxx becomes employed by another employer during this thirty (30) month period, Xxxxx'x right to receive the fixed base salary and Fringe Benefits shall not terminate, but if Xxxxx is involuntarily terminated (other than for Cause) or the Executive terminates entitled to benefits from his employment for Good Reasonnew employer which are at least equal to those provided by Company, then subject at the time that Xxxxx becomes eligible to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Releasereceive these benefits, the Executive shall Xxxxx will no longer be entitled to receive the Fringe Benefits from the Company that are provided to Xxxxx by the new employer. During the period of time during which Xxxxx is entitled to said severance payments, Xxxxx shall receive his fixed base salary in bi-weekly installments until the termination thereof as is set forth hereinabove. Company, at Xxxxx'x option, shall place a lump sum severance payment equal to the present value of a series of monthly remaining severance payments for twenty-four (24) monthsin escrow, each in an amount equal to one-twelfth (1/12th) of the sum of and make regular payments from said escrow account thereafter if (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, Company terminates operations and liquidates its assets or (ii) if the average of the annual bonuses paid Company merges into another company. Xxxxx shall neither be required nor permitted to (i) have any active duties or responsibilities to the Executive for Company whatsoever; (ii) report to the prior two fiscal years Company during the severance payment period; (iii) have or maintain any office at the Company; or (iv) engage in any action or make any statement relating to the policies, management or business of the Company ending prior or which Xxxxx knows or reasonably should know would be harmful to the Change in Corporate Control, if anyCompany. Such present value shall be calculated using a discount rate equal The Company agrees not to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under make any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardisparaging statements regarding Xxxxx.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a Separation and General Release Agreement substantially in the Executive terminates his employment for Good Reason, then subject form attached to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Releasethis Agreement as Exhibit A, the Executive shall be entitled to receive a lump sum the following amount as severance payment pay (referred to in this Section 6(b)(iii) as the “Severance Payment”): (A) an amount equal to two (2) times the present value Executive’s Base Salary as of a series the Date of monthly payments Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twenty-four (24) consecutive months, each in plus (B) an amount equal to onethe Bonus the Executive would have earned for the fiscal year in which the Date of Termination occurs had the Executive remained employed by the Corporation through the payment date of any such Bonus, multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Corporation during the fiscal year in which the Date of Termination occurs and the denominator of which is three hundred sixty-twelfth five (1/12th) 365). The portion of the sum of (iSeverance Payment payable under Section 6(b)(iii)(B) the Executive’s Base Salary, as in effect will be paid at the same time as bonuses are paid to other then-current senior executive officers of the Change Corporation under the then-applicable Short Term Plan for the fiscal year in Corporate Control, and (ii) which the average Date of Termination occurs. The portion of the annual bonuses Severance Payment payable under Section 6(b)(iii)(A) will be paid to as follows: any Severance Payment installments payable under Section 6(b)(iii)(A) that otherwise would be paid during the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the Date of Termination will be delayed and included in the first installment paid to the Executive on the first payroll date that is more than sixty (60) days after the Date of such involuntary termination. In additionTermination, provided that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated considered a “specified employee” (other than for Causeas defined in Treas. Regs. Section 1.409A-1(i)) or as of the Executive terminates his employment for Good ReasonDate of Termination, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time then no payments of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable deferred compensation payable due to the Executive, such benefits, ’s separation from service for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to made under this Agreement until the extent those benefits are subject to and not otherwise excepted from Section 409A Corporation’s first regular payroll date that is after the first day of the Codeseventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the provision period of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardelay.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment an amount equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) months of the sum of (i) the Executive’s Base Salary, as in effect at which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to two (2) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive’s target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months’ prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base SalarySalary or Consulting Fee, whichever is applicable, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive terminates his employment for Good Reason, then subject to remaining in strict compliance with the restrictive covenants in Section 9 terms of this Agreement and Section 10 any other written agreements between the Corporation and the execution and timely return by the Executive of the ReleaseExecutive, the Executive shall be entitled to receive a lump sum the following amount as severance payment equal pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the present value of a series of monthly payments for twenty-four “Severance Payment”): (24A) months, each in an amount equal to onethe pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Executive would have received had the Executive remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Executive was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-twelfth (1/12th) current officers of the sum Corporation under the then-applicable Short Term Plan for the fiscal year in which the Date of Termination occurs, plus (iB) an amount equal to one times the Executive’s Base Salary, Salary as in effect at the time of the Change Date of Termination, payable in Corporate Control, and (ii) substantially equal installments in accordance with the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) Corporation’s normal payroll policies commencing on the date Date of Termination and continuing for twelve (12) consecutive months; provided, however, that any installments that otherwise would be paid during the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the Date of Termination will be delayed and included in the first installment paid to the Executive on the first payroll date that is more than sixty (60) days after the Date of such involuntary termination. In additionTermination, and provided further that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated considered a “specified employee” (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company as defined in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.Treasury Regulation Section

Severance Payment. IfIn the event of the Executive’s Involuntary Termination, during the Employment Term at any time during after the period expiration of six months from the Effective Date the Executive shall be entitled to receive an amount equal to six (6) months of the Executive’s Base Salary which shall be increased to twelve (12) consecutive months of the Executive’s Base Salary after the expiration of twelve months from the Effective Date which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the occurrence Termination Date, and (ii) one-fourth of a Change in Corporate Control, the Executive is involuntarily terminated such amount shall be payable within ten (other than for Cause10) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive days of each of the Releasethree-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum severance payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the present value extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a series of monthly payments for twenty-four given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ib) the Executive’s Base Salary, as target bonus then in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to for the Executive for the prior two fiscal years year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the Company ending prior to the Change in Corporate ControlCompany; provided, however, that if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if the provision of Executive’s target bonus at 100% equals $120,000 for the in-kind benefits during one calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth sixteen (1/12th16) months of the sum of (i) the Executive’s Base Salary, as in effect at which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within thirty (30) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one and a quarter (1.25) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive’s target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months’ prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below), during or by the Employment Term at any time during Executive for Good Reason (as defined below), the period Company shall pay to the Executive a severance payment equal to 12 months of twelve (12) consecutive his then-current monthly base salary plus target bonus, as in effect on the Executive's last day of employment, and will reimburse the Executive for cost of COBRA for medical, dental and vision for 12 months following the occurrence Executive's last day of employment. The severance payment shall be payable in full within 10 business days after the termination of Executive's employment, unless the parties agree otherwise. Additionally, in the event that prior to July 9, 2003 there occurs a Change termination giving rise to a severance payment by the Company to Executive pursuant to this Section 3(a), 50% of the then-unvested options to purchase shares of common stock of the Company pursuant to options granted to Executive on July 9, 2001 ("Initial Options") shall immediately become exercisable in Corporate Controlfull and shall be deemed fully vested. Additionally, and not in limitation of the previous sentence, (A) in the event that prior to February 18, 2004 there occurs a termination giving rise to a severance payment by the Company to Executive pursuant to this Section 3(a), 25% of the then-unvested options to purchase shares of common stock of the Company pursuant to options granted to Executive on February 18, 2002 ("CEO Options") shall immediately become exercisable in full and shall be deemed fully vested, and (B) in the event that on or after February 18, 2004 there occurs a termination giving rise to a severance payment by the Company to Executive pursuant to this Section 3(a), 50% of the then-unvested CEO Options shall immediately become exercisable in full and shall be deemed fully vested. In the event of any termination of employment giving rise to a severance payment pursuant to this Section 3(a), the Executive is involuntarily terminated (other than for Cause) or shall have the right to exercise any vested Initial Options and CEO Options following such termination of employment, unless the options terminate sooner by the terms of the underlying option agreement, as follows: - Executive terminates shall have at least 90 days following the termination date of his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 exercise his vested Initial Options and Section 10 and the execution and timely return by the Executive of the Release, the CEO Options; - Executive shall be entitled to receive exercise his vested Initial Options and CEO Options following the termination date of his employment for a lump sum severance payment number of months following such termination date equal to the present value number of a series of monthly payments months he worked for twenty-four the Company (24) months, each rounded up to the next month in an amount equal to one-twelfth (1/12th) the event the Executive's termination date is on or after the 15th day of the sum of (i) month); - In no event shall Executive be entitled to exercise his vested Initial Options and CEO Options following his termination date for a period greater than 365 days. In the Executive’s Base Salaryevent the severance payment and other such benefits, as in effect at the time of the Change in Corporate Controlincluding but not limited to Initial Options and CEO Options being accelerated pursuant to this Section 3(a), and (ii) the average of the annual bonuses are paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his terminationpursuant to this Section 3(a), which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of then Section 409A of the Code (and the regulations and other guidance issued thereunder3(b) shall be provided as separate monthly in-kind payments of those benefits, not apply and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearhave no further force or effect.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive terminates his employment for Good Reason, then subject to remaining in strict compliance with the restrictive covenants in Section 9 terms of this Agreement and Section 10 any other written agreements between the Corporation and the execution and timely return by the Executive of the ReleaseExecutive, the Executive shall be entitled to receive a lump sum the following amount as severance payment equal pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (A) if the Executive’s Date of Termination occurs prior to the present value date the Executive is paid her FY14 Bonus Award, the amount of a series the Executive’s FY14 Bonus Award payable at the same time as bonuses for the Corporation’s fiscal year ending June 30, 2014 are paid to other then-current officers of monthly payments for twentythe Corporation under the then-four applicable Short Term Plan, plus (24B) monthsif the Executive’s Date of Termination occurs after June 30, each in 2014, an amount equal to onethe pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Executive would have received had the Executive remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Executive was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-twelfth (1/12th) current officers of the sum Corporation under the then-applicable Short Term Plan for the fiscal year in which the Date of Termination occurs, plus (iC) an amount equal to one times the Executive’s Base Salary, Salary as in effect at the time of the Change Date of Termination, payable in Corporate Control, and (ii) substantially equal installments in accordance with the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) Corporation’s normal payroll policies commencing on the date Date of Termination and continuing for twelve (12) consecutive months; provided, however, that any installments that otherwise would be paid during the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the Date of Termination will be delayed and included in the first installment paid to the Executive on the first payroll date that is more than sixty (60) days after the Date of such involuntary termination. In additionTermination, and provided further that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated considered a “specified employee” (other than for Causeas defined in Treasury Regulation Section 1.409A-1(i)) or as of the Executive terminates his employment for Good ReasonDate of Termination, he shall be entitled then no payments of deferred compensation payable due to continued coverage at the CompanyExecutive’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Executive under subsections (B) or (C) above will be reduced by the amount of any compensation earned by the Executive for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the 12-month period immediately following the Date of those benefitsTermination, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of amount set forth in Section 4.1 which shall be paid according to the following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses paid to the Executive for the prior two fiscal years balance of such amount shall be payable within ten (10) days of each of the Company ending prior to the Change in Corporate Controlthree-month, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90six-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date month and nine-month anniversaries of the Change Termination Date (and in Corporate Control. Such lump sum payment each case no interest shall be made to the Executive within sixty (60) days following the date of accrue on such involuntary termination. In additionamount); provided, however, that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the provision Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. IfIn the event (A) the Company terminates the Executive for any reason other than Cause, during as defined in Section 1 above; or (B) if the Employment Term at any time during Executive elects to terminate his/her employment with the period Company because (i) the Company has taken an action which reduces the Executive's base salary or which causes the Executive to no longer have the responsibilities referenced in Section 1 of twelve this letter agreement; or (12ii) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return required by the Executive Company to relocate a distance of more than 100 miles from the Releasecurrent company headquarters in Spartanburg, SC, the Executive shall be entitled to receive a single, lump sum severance payment equal to the present value payment, within five (5) days of a series of monthly payments for twenty-four (24) monthstermination, each in an amount equal to one-twelfth (1/12th) of the sum of (a) 200% of the Executive's then current base pay (in no event less than $300,000); (b) 200% of the Executive's target bonus for the year in which the termination occurs (provided that the amount of such target bonus shall not be less than 65% of the Executive's then current base salary); (c) a lump sum amount equal to the value of 200% of the annual car allowance to which the Executive is entitled in the year in which termination occurs (provided that the amount of such annual car allowance shall not be less than $13,200); (d) an amount (grossed up at a total of 45% for federal, state and local income taxes) equal to (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, Company's then actual benefit credits for an eighteen (18) month period and (ii) all vested retirement benefits under the average of non-qualified pension plan ( the annual bonuses paid "Select Advantica Management Supplemental Plan"); and (e) an amount equal to any accrued but unused vacation days (collectively the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any"Severance Payment"). Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment Severance Payment shall be made to the Executive within sixty five (605) business days following the date of any such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the The Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall will also be entitled to continued coverage receive career placement advice and counseling at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time for a period of his termination, which coverage shall be continued for eighteen (18) months or untilmonths. Further, if earliershould such an event of termination of the Executive's employment occur, the date Executive shall not be required to seek other employment to mitigate damages, and any income earned by the Executive obtains comparable coverage under a group health plan maintained by a new employer. To from other employment or self-employment shall not be offset against any obligations of the extent the benefits provided under the immediately preceding sentence are otherwise taxable Company to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearExecutive under this letter agreement.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within thirty (30) days following the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Code Section 409A, such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; and (b) the amount equal to the target Cash Bonus then in effect for the Executive for the prior two fiscal years year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, if the Executive’s target bonus at 50% of the Company ending prior then Base Salary equals $120,000 for the calendar year and the Executive is terminated on October 15th as a result of an Involuntary Termination, then the payment described in clause (b) shall equal $100,000 (i.e., ten (10) months’ prorated bonus at fifty percent (50%) of the then Base Salary with October counting as a month worked). Any such amount paid with respect to the Change in Corporate Control, if any. Such present value Cash Bonus shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date of the Change in Corporate Control. Such lump sum payment shall be made that annual bonuses are paid to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearsimilarly situated executives.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Code Section 409A, such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; and (b) the amount equal to the target Cash Bonus then in effect for the Executive for the prior two fiscal years year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, if the Executive’s target bonus at 50% of the Company ending prior then Base Salary equals $120,000 for the calendar year and the Executive is terminated on October 15th as a result of an Involuntary Termination, then the payment described in clause (b) shall equal $100,000 (i.e., ten (10) months’ prorated bonus at fifty percent (50%) of the then Base Salary with October counting as a month worked). Any such amount paid with respect to the Change in Corporate Control, if any. Such present value Cash Bonus shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date of the Change in Corporate Control. Such lump sum payment shall be made that annual bonuses are paid to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearsimilarly situated executives.