Common use of Termination by the Company Without Cause or by the Executive with Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and the Executive’s continued compliance with Section 7, if the Company terminates the Executive’s employment during the Term other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates the Executive’s employment hereunder with Good Reason, (i) the Company shall pay the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and the Executive’s continued compliance with Section 7, if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause or Disability pursuant to Section 8(a7(b) or if by the Executive terminates the Executive’s employment hereunder with Good ReasonReason pursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) the Company shall continue to pay the Executive (or to the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s regularly established payroll policies procedures, the Executive’s Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly- situated employees who receive the same type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in effect on which case this benefit will not apply, (iii) pay to the Date of Termination Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, (xiv) if the Executive has been employed with Executive’s employment terminates prior to the Company for two years or less on one (1)-year anniversary of the Grant Date of Terminationthe RSU Award provided for under Section 4(c) hereof, accelerate the twelve month period commencing on vesting of such number of RSUs subject to the Executive’s RSU Award that would have vested between the Grant Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, termination date had the RSUs vested on a 1/48 per month basis following the same terms and conditions as applicable if the Executive had remained employed for Grant Date of such period, for twelve (12) months in such medical, dentalRSU Award, and hospitalization insurance coverage in which the Executive and (v) if the Executive’s eligible dependents were participating immediately employment terminates within the period beginning sixty (60) days prior to the Date closing date of Terminationa Change of Control and ending on the one (1)-year anniversary of such closing date, subject accelerate the vesting of one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to Section 9(jthe Executive by the Company which awards vest solely based on continued service (collectively, the “Severance Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and the Executive’s continued compliance with Section 7, if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause or Disability pursuant to Section 8(a7(b) or if by the Executive terminates the Executive’s employment hereunder with Good ReasonReason pursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) the Company shall continue to pay the Executive (or to the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s regularly established payroll policies procedures, the Executive’s Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly- situated employees who receive the same type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in effect which case this benefit will not apply, (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, (iv) pay to the Executive an amount equal to his Target Bonus at the 50% maximum of Base Salary for the year in which the termination occurs, multiplied by a fraction the numerator of which is the number of days during the year of termination on which the Date Executive is employed by the Company and the denominator of Termination for which is 365, (xv) if the Executive has been employed with Executive’s employment terminates prior to the Company for two years or less on one (1)-year anniversary of the Grant Date of Terminationthe RSU Award provided for under Section 4(d) hereof, accelerate the twelve month period commencing on vesting of such number of RSUs subject to the Executive’s RSU Award that would have vested between the Grant Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, termination date had the RSUs vested on a 1/48 per month basis following the same terms and conditions as applicable if the Executive had remained employed for Grant Date of such period, for twelve (12) months in such medical, dentalRSU Award, and hospitalization insurance coverage in which the Executive and (vi) if the Executive’s eligible dependents were participating immediately employment terminates within the period beginning sixty (60) days prior to the Date closing date of Terminationa Change of Control and ending on the one (1)-year anniversary of such closing date, subject accelerate the vesting of one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to Section 9(jthe Executive by the Company which awards vest solely based on continued service (collectively, the “Severance Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and If during the Executive’s continued compliance with Section 7, if Term the Company terminates the Executive’s employment during the Term other than for without Cause or Disability pursuant to Section 8(a(as defined below) or if the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s employment hereunder compliance with Good ReasonSection 7(d), (i) Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (or i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s estatetermination of employment, if and the Executive dies after such termination and execution remaining installments paid monthly through the 12-month anniversary of the Release (as defined below) but before receiving Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such amount) (A) all Accrued Benefits, if any, monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is entitledterminated, (B) the Company shall also pay the Executive a lump sum payment of an cash amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company portion, based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments length of the Executive’s Base Salary service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Terminationpreceding sentences. In addition, the twelve month period commencing on the Executive’s Date of Termination, or (y) if stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon 12 months following the Executive’s Date termination of Termination; and employment (ii) or until the Executive and the Executivebecomes eligible for such coverage under another employer’s covered dependents program, if sooner), which coverage shall be entitled deemed to continued participation, on the same terms and conditions as applicable if the Executive had remained employed satisfy COBRA health coverage requirements for such period, for twelve (12) months at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such medicalprograms, dentalthe Company may, and hospitalization insurance in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive’s eligible dependents were participating immediately prior to Executive is entitled under the Date generally applicable terms of Terminationpension, subject to savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 9(j7(b), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and If during the Executive’s continued compliance with Section 7, if Term the Company terminates the Executive’s employment during the Term other than for without Cause or Disability pursuant to Section 8(a(as defined below) or if the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s employment hereunder compliance with Good ReasonSection 7(d), (i) Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (or i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments through the 12-month anniversary of the Executive’s estatetermination of employment, provided, however, that if the Executive dies after such termination and execution first six months of installments constitute deferred compensation subject to section 409A of the Release (Internal Revenue Code and the Executive is a “specified employee” within the meaning of section 409A of the Internal Revenue Code, then the first six months of installments shall be paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments shall be paid monthly through the 12-month anniversary of the Executive’s termination of employment. For purposes of section 409A of the Internal Revenue Code, installment payments under this Section 7 shall each be treated as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, separate payments. With respect to any Annual Bonus measurement period during which the Executive is entitledterminated, (B) the Company shall also pay the Executive a lump sum payment of an cash amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company portion, based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments length of the Executive’s Base Salary service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Terminationpreceding sentences. In addition, the twelve month period commencing on the Executive’s Date of Termination, or (y) if stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon 12 months following the Executive’s Date termination of Termination; and employment (ii) or until the Executive and the Executivebecomes eligible for such coverage under another employer’s covered dependents program, if sooner), which coverage shall be entitled deemed to continued participation, on the same terms and conditions as applicable if the Executive had remained employed satisfy COBRA health coverage requirements for such period, for twelve (12) months at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such medicalprograms, dentalthe Company may, and hospitalization insurance in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive’s eligible dependents were participating immediately prior to Executive is entitled under the Date generally applicable terms of Terminationpension, subject to savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 9(j7(b), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and If during the Executive’s continued compliance with Section 7, if Term the Company terminates the Executive’s employment during the Term other than for without Cause or Disability pursuant to Section 8(a(as defined below) or if the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s employment hereunder compliance with Good ReasonSection 7(d), (i) Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive 1.5 times the sum of (or i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s estatetermination of employment, if and the Executive dies after such termination and execution remaining installments paid monthly through the 18-month anniversary of the Release (as defined below) but before receiving Executive’s termination of employment, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive’s termination of employment if such amount) (A) all Accrued Benefits, if any, monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is entitledterminated, (B) the Company shall also pay the Executive a lump sum payment of an cash amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company portion, based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments length of the Executive’s Base Salary service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in accordance with the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 18 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s payroll policies medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in effect on adverse tax consequences to the Date Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of Termination for (x) if its obligations to the Executive has been employed under this paragraph by providing the Executive with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Terminationeconomically equivalent coverage through alternative arrangements, or (y) if the cash value of such coverage, in a manner that places the Executive has been employed with in a net economic position that is at least equivalent to the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive’s eligible dependents were participating immediately prior to Executive is entitled under the Date generally applicable terms of Terminationpension, subject to savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 9(j7(b), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and If during the Executive’s continued compliance with Section 7, if Term the Company terminates the Executive’s 's employment during the Term other than for without Cause or Disability pursuant to Section 8(a(as defined below) or if the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s employment hereunder 's compliance with Good ReasonSection 7(d), (i) Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus, multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is 12. The "Severance Period" is the longer of 12 months or the number of full and partial calendar months remaining in the term of this Agreement determined immediately before such termination, up to 18 months. Such amount shall be paid in equal monthly installments, with the first six months of installments paid in a single lump sum six months after the Executive’s estate's termination of employment, if and the Executive dies after such termination and execution remaining installments paid monthly for the remainder of the Release (as defined below) but before receiving Severance Period, provided, however, that the first six months of installments shall be paid on a monthly basis rather than in a lump sum following the Executive's termination of employment if such amount) (A) all Accrued Benefits, if any, monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is entitledterminated, (B) the Company shall also pay the Executive a lump sum payment of an cash amount equal to a pro rata portion portion, based on the length of the Executive's service during such measurement period, of the Average Annual Bonus, payable at the same time as the severance amount described in the preceding sentences. In addition, the Executive's stock options shall become 100% vested and exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the Severance Period (based upon the number of days or until the Executive was employed during the calendar year in becomes eligible for such coverage under another employer's program, if sooner), which the Date of Termination occurs) of the Annual Bonus that would have been paid coverage shall be deemed to satisfy COBRA health coverage requirements, at a cost to the Executive if he that does not exceed the amount the Executive would have paid had remained employed with the Executive continued in employment during the period. Should the Executive's continued participation under the Company's medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company based on actual performanceor other participants covered by such programs, such payment to be made at the time bonus payments are made to other executives of the Company but may, in its sole discretion, satisfy any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if its obligations to the Executive has been employed under this paragraph by providing the Executive with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Terminationeconomically equivalent coverage through alternative arrangements, or (y) if the cash value of such coverage, in a manner that places the Executive has been employed with in a net economic position that is at least equivalent to the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall also pay the Executive any earned but unpaid Base Salary, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive’s eligible dependents were participating immediately prior to Executive is entitled under the Date generally applicable terms of Terminationpension, subject to savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 9(j7(b), the Company will make no additional severance or similar payments.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and If during the Executive’s continued compliance with Section 7, if Term the Company terminates the Executive’s employment during the Term other than for without Cause or Disability pursuant to Section 8(a(as defined below) or if the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s employment hereunder compliance with Good ReasonSection 7(d), (i) Section 7(e), and Section 10 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive 1.5 times the sum of (or i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall be paid in equal monthly installments, provided that if the Executive is a “specified employee” (within the meaning of Code section 409A) at the time he terminates employment, the first six months of installments shall be paid in a lump sum six months after the Executive’s estatetermination of employment, and the remaining installments paid monthly through the 18-month anniversary of the Executive’s termination of employment. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount within 30 days of his termination of employment equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term, and the Executive’s restricted stock will become 100% vested. The Company shall provide continued medical and dental insurance coverage during the 18 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements, at a cost to the Executive dies after that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the Company will reimburse the Executive for premium costs to obtain such economically equivalent coverage to be reasonably agreed upon by the Company and the Executive. The Company shall also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to a completed measurement period that are fully earned and execution of vested at separation but not yet paid, both at the Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, time otherwise payable and any amounts to which the Executive is entitledentitled under the generally applicable terms of pension, (B) a lump sum payment of savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar payments unless otherwise approved by the Board or an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) authorized committee of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j)Board.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and the Executive’s continued compliance with Section 7, if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause under Section 3(d), or Disability pursuant to Section 8(a) or if the Executive terminates the Executive’s his employment hereunder with for Good ReasonReason under Section 3(e), (i) then the Company shall pay the Executive as provided in Section 4(a)(i) and (or the Executive’s estateii) and, if in addition, subject to the Executive dies after such termination and execution signing a general release of claims in favor of the Company and related persons and entities and non-disparagement, in the form attached hereto as Exhibit A (the “Release”) and the Release (as defined below) but before receiving such amount) (A) becoming irrevocable, all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of within 60 days the Executive was employed during the calendar year in which after the Date of Termination occurs) of Termination, the Annual Bonus that would have been paid to Company shall continue paying the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s his final Base Salary in accordance with the Company’s payroll policies in effect as effective on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in and pay for continuation of the Section 2(e) Other Benefits including COBRA continuation for health benefits for such medicaltwelve (12) month period (“Salary Continuation”). The twelve (12) month period (“Salary Continuation Period”) shall commence on the Company’s first regular payroll date following the effective date of the Release. Tax-related deductions and withholdings will apply to Salary Continuation. Salary Continuation is subject to Executive making commercially reasonable efforts to seek employment during the Salary Continuation Period and if Executive commences employment with another employer during the Salary Continuation Period, dentalthen Executive shall provide notice of such new employment arrangement to Company and Company shall thereafter be released from making any further Salary Continuation payments to Executive. In addition, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents were participating immediately prior to within fifteen (15) days from the Date of TerminationTermination under Sections 3(d) or (3)(e), subject with the exception of Termination due to Section 9(j)Death or Disability, Company shall notify Executive in writing of its decision to reduce the Salary Continuation Period to a period between six (6) months and twelve (12) months, provided in which case the Noncompete Period (as defined herein) shall likewise be reduced by a corresponding duration, so that the Salary Continuation Period and the Noncompete Period run concurrently. For the avoidance of doubt, the parties agree that in no event shall the Salary Continuation Period be less than six (6) months.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and During the Executive’s continued compliance with Section 7Term, if the Company terminates the Executive’s employment during is terminated by the Term other than for Company without Cause as provided in Section 3(d), or Disability pursuant to Section 8(a) or if the Executive terminates the Executive’s employment hereunder for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Executive’s Accrued Benefit. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in substantially the form attached to this Agreement as Exhibit A, with Good Reasononly such changes as the Company’s counsel advises are required by applicable laws or regulation (the “Release”) and the expiration of the seven-day revocation period for the Release, (i) the Company shall pay the Executive severance of one (1) year’s Base Salary, (ii) if the Date of Termination occurs on or after the date the Board determines the amount of a Discretionary Bonus payable with respect to a preceding fiscal year but prior to the payment thereof, the Company shall pay to the Executive such Discretionary Bonus, and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 12 months or the Executive’s estateCOBRA health continuation period, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefitswhichever ends earlier, if any, to which the Executive is entitled, (B) a lump sum payment of in an amount equal to a pro rata portion (based upon the number of days monthly employer contribution that the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that Company would have been paid made to provide health insurance to the Executive if he the Executive had remained employed with by the Company based on actual performance(collectively, such payment to the “Severance Amount”). The Severance Amount shall be made at the time bonus payments are made to other executives of the Company but paid out in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary substantially equal installments in accordance with the Company’s payroll policies in effect practices and schedule over 12 months, beginning on the Date of Termination for (x) if first payroll date that occurs after the Executive has been employed with the Company for two years or less on 30th day after the Date of Termination. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the twelve month period commencing on “Code”), each installment payment is considered a separate payment. Notwithstanding the Executive’s Date of Terminationforegoing, or (y) if the Executive has been employed with breaches any of the Company for more than two years on provisions contained in Sections 6 -11 of this Agreement, all payments of the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents Severance Amount shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j)cease.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and If during the Executive’s continued compliance with Section 7, if Term the Company terminates the Executive’s employment during the Term other than for without Cause or Disability pursuant to Section 8(a(as defined below) or if the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s employment hereunder compliance with Good ReasonSection 7(d), (i) Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus, multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is 12. The “Severance Period” is the longer of 12 months or the number of full and partial calendar months remaining in the term of this Agreement determined immediately before such termination, up to 18 months. Such amount shall be paid in equal monthly installments, provided that if the Executive is a “specified employee” (within the meaning of Code section 409A) at the time he terminates employment the first six months of installments shall be paid in a lump sum six months after the Executive’s estatetermination of employment. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount within 30 days of his termination of employment equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus. In addition, the Executive’s stock options shall become 100% vested and exercisable for their full term, and the Executive’s restricted stock will become 100% vested. The Company shall provide continued medical and dental insurance coverage during the Severance Period (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements, at a cost to the Executive dies after that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such termination programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the Company will reimburse the Executive for premium costs to obtain such economically equivalent coverage to be reasonably agreed upon by the Company and execution of the Release (as defined below) Executive. The Company shall also pay the Executive any earned but before receiving such amount) (A) all Accrued Benefitsunpaid Base Salary, if anyany Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, both at the time otherwise payable, and any amounts to which the Executive is entitledentitled under the generally applicable terms of pension, (B) a lump sum payment of savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar payments unless otherwise approved by the Board or an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) authorized committee of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j)Board.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and the Executive’s continued compliance with Section 7, if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause as provided in Section 1(d), or Disability pursuant to Section 8(a) or if the Executive terminates his employment for Good Reason as provided in Section 1(e), then the Executive’s employment hereunder with Good ReasonCompany shall, through the date of termination, pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (ithe “Release”) within the 21-day period following the date of termination and the expiration of the seven-day revocation period for the Release, the Company shall pay the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments 50 percent of the Executive’s Base Salary then annual base salary (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll policies in effect practice over six months, beginning on the Date first payroll date that occurs 30 days after the date of Termination for (x) termination; provided that if the Executive has been employed with commences any employment or self-employment prior to the Company completion of such six-month period, payment of the Severance Amount as provided herein shall cease effective as of the date of commencement of such employment or self-employment; and provided further that payment of the Severance Amount shall cease immediately upon the death of the Executive. Solely for two years or less on purposes of Section 409A of the Date Internal Revenue Code of Termination1986, as amended (the twelve month period commencing on “Code”), each installment payment is considered a separate payment. Subject to the Executive’s Date copayment of Terminationpremium amounts at the active employees’ rate, or the Executive may continue to participate in the Company’s group health, dental and vision program for six months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (y) “COBRA”); and provided further that if the Executive has been employed with commences any employment or self-employment prior to the completion of such six-month period, the continuation of health benefits as provided herein shall cease effective as of the date of commencement of such employment or self-employment. The Executive shall give prompt notice to the Company for more than two years on of the Date date of Termination, the twentycommencement of any employment or self-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dentalemployment, and hospitalization insurance coverage shall respond promptly to any reasonable inquiries from the Company concerning any employment or self-employment, in which the Executive and engages while benefits are payable by the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j)Company hereunder.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and the Executive’s continued compliance with Section 7, if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause or Disability pursuant to Section 8(a7(b) or if by the Executive terminates the Executive’s employment hereunder with Good ReasonReason pursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) the Company shall continue to pay the Executive (or to the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s regularly established payroll policies procedures, the Executive’s Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in effect on which case this benefit will not apply, (iii) pay to the Date of Termination Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, (xiv) if the Executive has been employed with Executive’s employment terminates prior to the Company for two years or less on one (1)-year anniversary of the Grant Date of Terminationthe RSU Award provided for under Section 4(c) hereof, accelerate the twelve month period commencing on vesting of such number of RSUs subject to the Executive’s RSU Award that would have vested between the Grant Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, termination date had the RSUs vested on a 1/48 per month basis following the same terms and conditions as applicable if the Executive had remained employed for Grant Date of such period, for twelve (12) months in such medical, dentalRSU Award, and hospitalization insurance coverage in which the Executive and (v) if the Executive’s eligible dependents were participating immediately employment terminates within the period beginning sixty (60) days prior to the Date closing date of Terminationa Change of Control and ending on the one (1)-year anniversary of such closing date, subject accelerate the vesting of one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to Section 9(jthe Executive by the Company which awards vest solely based on continued service (collectively, the “Severance Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and If during the Executive’s continued compliance with Section 7, if Term the Company terminates the Executive’s employment during the Term other than for without Cause or Disability pursuant to Section 8(a(as defined below) or if the Executive terminates employment with Good Reason (as defined below), subject to the Executive’s employment hereunder compliance with Good ReasonSection 7(d), (i) Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the sum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus, multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is 12. The “Severance Period” is the longer of 12 months or the number of full and partial calendar months remaining in the term of this Agreement determined immediately before such termination, up to 18 months. Such amount shall be paid in equal monthly installments, provided that if the Executive is a “specified employee” (within the meaning of Code section 409A) at the time he terminates employment, the first six months of installments shall be paid in a lump sum six months after the Executive’s estatetermination of employment. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount within 30 days of his termination of employment equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus. In addition, the Executive’s stock options shall become 100% vested and exercisable for their full term, and the Executive’s restricted stock will become 100% vested. The Company shall provide continued medical and dental insurance coverage during the Severance Period (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements, at a cost to the Executive dies after that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such termination programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the Company will reimburse the Executive for premium costs to obtain such economically equivalent coverage to be reasonably agreed upon by the Company and execution of the Release (as defined below) Executive. The Company shall also pay the Executive any earned but before receiving such amount) (A) all Accrued Benefitsunpaid Base Salary, if anyany Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, both at the time otherwise payable, and any amounts to which the Executive is entitledentitled under the generally applicable terms of pension, (B) a lump sum payment of savings, disability, life insurance, or other programs. Other than the payments and benefits described in this Section 7(b), the Company will make no additional severance or similar payments unless otherwise approved by the Board or an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) authorized committee of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j)Board.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and During the Executive’s continued compliance with Section 7Term, if the Company terminates the Executive’s employment during is terminated by the Term other than for Company without Cause as provided in Section 3(d), or Disability pursuant to Section 8(a) or if the Executive terminates the Executive’s employment hereunder for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Executive’s Accrued Benefit. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in substantially the form attached to this Agreement as Exhibit A, with Good Reasononly such changes as the Company’s counsel advises are required by applicable laws or regulation (the “Release”) and the expiration of the seven-day revocation period for the Release, (i) the Company shall pay the Executive severance of one (1) year’s Base Salary at the rate of in effect on the Date of Termination, (ii) if the Date of Termination occurs on or after the date the Board determines the amount of a Discretionary Bonus payable with respect to a preceding fiscal year but prior to the payment thereof, the Company shall pay to the Executive such Discretionary Bonus, and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 12 months or the Executive’s estateCOBRA health continuation period, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefitswhichever ends earlier, if any, to which the Executive is entitled, (B) a lump sum payment of in an amount equal to a pro rata portion (based upon the number of days monthly employer contribution that the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that Company would have been paid made to provide health insurance to the Executive if he the Executive had remained employed with by the Company based on actual performance(collectively, such payment to the “Severance Amount”). The Severance Amount shall be made at the time bonus payments are made to other executives of the Company but paid out in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary substantially equal installments in accordance with the Company’s payroll policies in effect practices and schedule over 12 months, beginning on the Date of Termination for (x) if first payroll date that occurs after the Executive has been employed with the Company for two years or less on 30th day after the Date of Termination. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the twelve month period commencing on “Code”), each installment payment is considered a separate payment. Notwithstanding the Executive’s Date of Terminationforegoing, or (y) if the Executive has been employed with breaches any of the Company for more than two years on provisions contained in Sections 6-11 of this Agreement, all payments of the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents Severance Amount shall be entitled to continued participation, on the same terms and conditions as applicable if the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j)cease.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g) and the Executive’s continued compliance with Section 7, if If the Company terminates the Executive’s employment during the Term Employment Period other than for Cause Cause, disability or Disability death pursuant to Section 8(a8(a)(i) or if (ii) hereof or the Executive terminates the Executive’s employment hereunder with Good Reason, the Company shall (i) the Company shall pay the Executive (or the Executive’s estateBase Salary due through the Date of Termination, a pro rata portion of the annual bonus that would have been payable for the calendar year of termination if the Executive dies after such termination Executive’s employment had not terminated (calculated based upon actual results through the Date of Termination and execution based upon budget for the remainder of the Release (as defined belowperiod and pro rated for the portion of the year during which the Executive was employed) but before receiving such amount) (A) and all Accrued Benefitsother unpaid amounts, if any, to which the Executive is entitled, (B) a lump sum payment entitled as of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performanceTermination, such payment to be made at the time bonus such payments are made to other executives of due, (ii) pay, during the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect 12-month period commencing on the Date of Termination for (x) if the “Severance Period”), to the Executive has been employed with an aggregate amount equal to Executive’s Base Salary, payable in equal installments on the Company’s regular salary payment dates, (iii) pay, during the Severance Period an annual bonus equal to the average annual bonus paid by the Company for two years or less on to the Executive during the last 36 months of the Executive’s employment preceding the Date of Termination, which bonus shall be paid at the twelve month period commencing on the Executive’s Date of Termination, or (y) time that such bonus would have become payable if the Executive has been had continued to be employed with by the Company for more than during the Severance Period, (iv) shall continue in effect during the Severance Period the employee benefits provided to the Executive under Section 5(c) hereof immediately before the Date of Termination (except to that, to the extent such benefits are provided pursuant to a qualified plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall provide a substantially equivalent nonqualified benefit) and (v) shall cause all of the outstanding options then held by the Executive to purchase stock of the Company to be: (A) fully vested and exercisable if such termination occurs within two years on after a Change in Control (or before a Change in Control has occurred, but after the Company has commenced negotiations of a transaction that results in a Change in Control) or (B) if (A) does not apply, vested and exercisable to the same extent that such options would have been vested and exercisable if the Executive had continued to be employed by the Company during the 24 months immediately following the Date of Termination (the “Vesting Period”), plus additional pro rata vesting with respect to the period between the last vesting date under such option during the Vesting Period and the end of the Vesting Period, in accordance with Schedule A attached to this Agreement (and such additional vesting, if any, shall be effective as of the Date of Termination); provided, the twentythat no notice of Non-four (24) month period commencing upon Renewal shall be deemed to be a termination of the Executive’s Date employment for such purposes unless otherwise expressly provided in such notice of Termination; Non-Renewal. As a condition precedent to the receipt of the foregoing payments and (ii) benefits, if requested by the Company, the Executive and shall enter into an agreement with the Company confirming the Company’s right to continued performance by the Executive of the Executive’s covered dependents shall be entitled to continued participation, on obligations under the same terms and conditions as applicable if Related Agreement during the Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and period following termination of the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j)employment.