Common use of Termination Without Cause or by Executive for Good Reason Clause in Contracts

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (a) any accrued but unpaid Base Salary through the date of termination; (b) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if If Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (ai) any accrued but unpaid Base Salary through the date of termination; , (bii) Base Salary through the one-one year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th sixtieth (60th) day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum); (ciii) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof hereof, and (iiiv) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s continuation of group health plans pursuant plan benefits to Section 4980B of the Internal Revenue Code of 1986, as amended extent authorized by and consistent with 29 U.S.C: § 1161 et seq. (commonly known as (“COBRA”))) starting on Executive’s termination of employment, payment by (or reimbursement from) with the Company cost of the same portion of the regular premium for such coverage as benefits shared in the same relative proportion by the Company was paying for Executive’s coverage under such plans and the Executive as of Executive’s in effect immediately prior to the date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shortertermination; provided, howeverthat, that if Executive does not execute a fully effective non-revocable release within sixty (60) days of the termination of employment, then, beginning on the sixtieth (60th) day following the termination of employment, the Company may unilaterally amend clause (d) shall cease to provide to Executive any such coverages and/or benefits under any of this sentence or eliminate the benefit provided thereunder applicable plans, except to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held required by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awardslaw. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. In the case of clause (ii) in this Section 5.2, the portion of the severance pay that would have been paid to the Executive during the period between the date of termination of Executive’s employment with the Company and the First Payroll Date shall be paid to the Executive in a lump sum on the First Payroll Date and, thereafter, the remaining portion of the severance pay shall be paid without delay over the time period originally scheduled in this Section 5.2.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if (a) If (i) Executive’s 's employment is terminated by the Company at for any time during the Employment Period without reason (other than (x) Cause or (y) disability of Executive) or (ii) Executive's employment is terminated by Executive at any time during the Employment Period for Good Reason, then Company shall within thirty (30) days of termination of employment pay to Executive shall be entitled a lump sum cash payment equal to receive (a) any accrued but unpaid Executive's Base Salary for a period equal to the greater of (x) the date of termination of employment through the date of termination; that is one (b1) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) delivery of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date a proper notice of termination and shall remain exercisable until of employment or nonrenewal of the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and Agreement or (y) the stock option expiration date as set forth then remaining Term (the "Severance Payment"). Further, in the applicable stock option agreement; (2) event of termination by Company under such circumstances Company shall maintain in full force and effect, for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary continued benefit of Executive’s , Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination; , the medical, hospitalization, dental and (3) with respect life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment date of such awards, restrictions on such awards will lapse, termination at substantially the level in effect and all other upon substantially the same terms and conditions of (including without limitation contributions required by Executive for such awards will be deemed met, with respect benefits) as existed immediately prior to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot be forfeited when continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive’s employment terminates , Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall instead remain outstanding until the earlier of (x) the fifth anniversary of terminate upon the date on which such stock options become vested or dates Executive receives coverage and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer . Upon making the payments described in accordance with the Company’s policiesthis Section 4.4, Company shall have no further obligation to Executive hereunder.

Termination Without Cause or by Executive for Good Reason. Subject (a) The Company reserves the right to Section 5.7terminate Executive's employment at any time. If, if however, (i) Executive’s 's employment is terminated by Company prior to the Company at second anniversary date of this Agreement for any time during the Employment Period without reason other than disability under Section 4.2 or Cause under Section 4.3, or (ii) Executive's employment is terminated by Executive at any time during the Employment Period for Good ReasonReason prior to the second anniversary date of this Agreement, then Company shall, in addition to the payment to Executive shall be entitled to receive (a) any accrued but unpaid Base Salary of Accrued Obligations through the date of termination; , pay to Executive a lump sum cash payment equal to Four Hundred Thousand Dollars (b$400,000.00) Base Salary through the within thirty (30) days after termination. If this Agreement is renewed for an additional one-year anniversary Term ("Additional Term") upon expiration of the Initial Term and Executive's employment is terminated by Company during such Additional Term for any reason other than disability under Section 4.2 or Cause under Section 4.3, or Executive's employment is terminated by Executive for Good reason during such Additional Term, then Company shall, in addition to the payment to Executive of Accrued Obligations through the date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the pay to Executive not been terminated; provided, however, that no portion of such severance pay shall be paid a lump sum cash payment equal to the Executive prior to the first regular payroll following the 60th day sum of the date difference between (i) the Base Compensation and the performance bonus for the Additional Term that is paid as part of the Executive’s termination of employment with Accrued Obligations and (ii) the Company (the “First Payroll Date”) Base Compensation and the portion of the severance pay performance bonus that would have been paid to had the Executive prior been employed for the full Additional Term (calculated by annualizing the Additional Term short period performance bonus that is part of the Accrued Obligations). The payments described in the foregoing two sentences are called the "Severance Payment". In the event the Company elects not to renew this Agreement upon expiration of the First Payroll Date Initial Term, the Severance Payment shall be paid to Three Hundred Thousand Dollars ($300,000.00) payable as provided above. Further, in the Executive on the First Payroll Date event of termination by Company under such circumstances, or during any renewal Term, Company shall maintain in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if anyfull force and effect, for the applicable period continued benefit of Executive, Executive's spouse and Executive's dependents for the remaining balance of the calendar year for which Executive was employed (which portion unexpired Term as of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, the medical, hospitalization, dental and life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to the date of such termination at substantially the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for a period of one year after such benefits) as existed immediately prior to the date of termination or until Executive is no longer entitled (except to COBRA continuation coverage under the Company’s group health plans, whichever period is shorterextent thereafter reduced for senior executives of Company generally); provided, howeverthat if Executive, that Executive's spouse or Executive's dependents cannot continue to participate in the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxesprograms providing such benefits, penalties or similar charges on the Company shall arrange to provide Executive, Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall terminate upon the date or its affiliates (or successors)dates Executive receives coverage and benefits which are substantially similar, includingtaken as a whole, without limitationwaiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Upon making the payments described in this Section 4980D of Internal Revenue Code of 19864.4, as amended (the “Code”); (e) (1) outstanding stock options held by Company shall have no further obligation to Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policieshereunder.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (a) any accrued but unpaid Base Salary through the date of termination; (b) Base Salary through the onetwo-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year 18 months after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the onetwo-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the onetwo-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the onetwo-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the onetwo-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if If Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (ai) any accrued but unpaid Base Salary through the date of termination; , (bii) Base Salary through the one-one year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay the first payment shall be paid to the Executive prior to made on the first regular payroll date following the 60th sixtieth (60th) day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion such first payment shall, if applicable, include payment of the severance pay any amounts that would have been paid to the Executive otherwise be due prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sumthereto; (ciii) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof hereof, and (iiiv) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s continuation of group health plans pursuant plan benefits to Section 4980B of the Internal Revenue Code of 1986, as amended extent authorized by and consistent with 29 U.S.C: § 1161 et seq. (commonly known as (“COBRA”))) starting on Executive’s termination of employment, payment by (or reimbursement from) with the Company cost of the same portion of the regular premium for such coverage as benefits shared in the same relative proportion by the Company was paying for Executive’s coverage under such plans and the Executive as of Executive’s in effect immediately prior to the date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shortertermination; provided, howeverthat, that if Executive does not execute a fully effective non-revocable release within sixty (60) days of the termination of employment, then, beginning on the sixtieth (60th) day following the termination of employment, the Company may unilaterally amend clause (d) shall cease to provide to Executive any such coverages and/or benefits under any of this sentence or eliminate the benefit provided thereunder applicable plans, except to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held required by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awardslaw. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. In the case of clause (ii) in this Section 5.2, the portion of the severance pay that would have been paid to the Executive during the period between the date of termination of Executive’s employment with the Company and the First Payroll Date shall be paid to the Executive in a lump sum on the First Payroll Date and, thereafter, the remaining portion of the severance pay shall be paid without delay over the time period originally scheduled in this Section 5.2.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (a) any accrued but unpaid Base Salary through the date of termination; (b) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his her coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if lf Executive’s employment is terminated by the Company at any time during the Employment Period Term without Cause pursuant to Section 4.4 or by Executive at any time during the Employment Period Term for Good ReasonReason pursuant to Section 4.6, Executive shall be entitled to receive (a) any Executive’s accrued but unpaid Base Salary through the date of termination; , (b) Executive’s Base Salary through the one-one (I) year anniversary of such date of termination, payable in accordance with the usual payroll policies in effect at the time such payments would have otherwise been Company as if Executive was employed at the time; provided that, the first payment shall be made on the first payroll date immediately following the sixtieth (60th) day following the date of termination, (c) the average of Executive’s STIP bonuses paid or payable if Executive had remained employed (or for a full fiscal year for which Executive was eligible to participate in the STIP, but no bonus was paid or payable under this Agreement had the terms of the STIP, zero Dollars ($0.00)) for the last three (3) full fiscal years ending before the date of termination, payable on the first payroll date immediately following the sixtieth (60th) day following the date of termination (or, if Executive has not been terminatedeligible to participate in the STIP for such last three (3) full fiscal years, the average of the STIP bonuses paid or payable to Executive for the number of full fiscal years of employment ending before the date of termination during which Executive was eligible to participate in the STlP), and (d) any earned, but unpaid retention bonus pursuant to Section 3.4; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company each payment under clauses (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; b), (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate Section 5.2 is intended to constitute a separate payment within the benefit provided thereunder to the extent it deems necessary to avoid the imposition meaning of excise taxes, penalties or similar charges on the Company or its affiliates Section 409A (or successorsas defined below), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and but unpaid vacation pay PTO for the calendar year or other benefits which may be owing in accordance with the Company’s policiespolicies or applicable law. In the event that Executive is rehired by the Company or any of its Affiliates during the period that Executive is receiving payments of Base Salary under this Section 5.2, Executive will no longer be entitled to such payments of Base Salary beginning on the rehire date.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if In the event that during the Employment Term the Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period terminates his employment for Good Reason, the Company shall pay to the Executive shall be entitled the sum of the following amounts: (A) all amounts fully earned pursuant to receive (a) any accrued the terms of this Agreement, but unpaid Base Salary hereunder through the date of termination; (b) Base Salary through , if any, in respect of Salary, any accrued but not yet paid Annual Performance Bonus owed from the one-year anniversary of such date of prior to Executive’s termination, payable at granting and vesting of any previously issued stock options or restricted stock (including those ungranted shares in Section 3(d)), payment of life, health and disability insurance coverage for a period of three years following termination, and unreimbursed expenses (the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated“Accrued Obligations”); providedand (B), however, that no portion of such a severance pay shall be paid payment equal to the Executive prior to the first regular payroll following the 60th day of the date three (3) times of the Executive’s termination of employment with combined Salary and actual bonus compensation for the Company preceding fiscal year will be paid within five (the “First Payroll Date”5) and the portion days of the severance pay that would have been paid to Executive’s last day of employment; and (C) the Executive prior will be eligible to the First Payroll Date shall be paid receive payments to compensate the Executive on for the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonusadditional taxes, if any, for imposed on the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in under Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B 4999 of the Internal Revenue Code by reason of 1986, as amended (commonly known as (“COBRA”)), receipt of excess parachute payments described above. Executive agrees that he shall not be entitled to any pro-rated payment by (or reimbursement from) the Company of the same portion of Annual Performance Bonus for the premium for such coverage as the Company was paying for Executive’s coverage under such plans as year of Executive’s date termination. Notwithstanding any other provision in this Agreement or the terms of termination, for a period of one year after the date of termination any severance plan or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on policy maintained by the Company or its affiliates (or successorsto the contrary, if the Company pays the Executive the severance benefit as provided in this Section 6(g)(i), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to receive any accrued and unpaid vacation pay other payments or benefits under any other benefits which may severance or similar plan maintained by the Company or its affiliates. To the extent that any payment under this Section 6(g)(i) is deferred compensation subject to section 409A of the Internal Revenue Code, no such payment will be owing made to Executive before the date that is six months after Executive’s separation from service. The first payment made will include all payments that otherwise would have been made during the six- month period after separation. To the extent any payment under this Section 6(g)(i) is otherwise required to be modified to comply with section 409A of the Internal Revenue Code, Executive agrees to so modify the terms of this Section 6(g)(i) in accordance with the same manner as the Agreements of the Company’s policiesother executives are modified.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if If Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (ai) any accrued but unpaid Base Salary through the date of termination; (bii) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th sixtieth (60th) day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum); (ciii) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof hereof, and (iiiv) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s continuation of group health plans pursuant benefits to Section 4980B of the Internal Revenue Code of 1986, as amended extent authorized by and consistent with 29 U.S.C: § 1161 et seq. (commonly known as (“COBRA”))) starting on Executive’s termination of employment, payment by (or reimbursement from) with the Company cost of the same portion of the regular premium for such coverage as benefits shared in the same relative proportion by the Company was paying for Executive’s coverage under such plans and the Executive as of Executive’s in effect immediately prior to the date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shortertermination; provided, howeverthat, that if Executive does not execute a fully effective non-revocable release within sixty (60) days of the termination of employment, then, beginning on the sixtieth (60th) day following the termination of employment, the Company may unilaterally amend clause (d) shall cease to provide to Executive any such coverages and/or benefits under any of this sentence or eliminate the benefit provided thereunder applicable plans, except to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held required by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awardslaw. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. In the case of cause (ii) in this Section 5.2, the portion of the severance pay that would have been paid to the Executive during the period between the date of termination of Executive’s employment with the Company and the First Payroll Date shall be paid to the Executive in a lump sum on the First Payroll Date and, thereafter, the remaining portion of the severance pay shall be paid without delay over the time period originally scheduled in this Section 5.2.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if (a) If (i) Executive’s 's employment is terminated by the Company at for any time reason other than Cause or the death or Disability Termination of Executive, or (ii) Executive's employment is terminated by Executive for Good Reason (as defined herein), then (A) the Company shall pay to Executive a lump sum cash payment equal to the sum of (x) the Accrued Obligations and (y) his Base Salary (including the minimum increases provided therein) during the Employment Period remainder of the then-current Term, (B) the Original Company Stock Option granted to Executive shall become immediately vested on the date of such termination and shall be exercisable through December 26, 2007, (C) each Additional Company Stock Option granted to Executive shall become immediately vested on the date of such termination and shall be exercisable through December 21, 2010 and (D) the Original Unit Shares and the Additional Unit Shares shall be delivered to Executive as soon as practicable (but in no event later than 90 days) following such termination. Further, the Company shall maintain in full force and effect for the continued benefit of Executive, his spouse and his dependents for the remaining balance of the Term the Health Benefits and life insurance programs (including, without Cause or limitation, the insurance set forth in Section 3.5(i)) in which Executive, his spouse and his dependents were participating immediately prior to the date of such termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive at any time during the Employment Period for Good Reason, Executive shall be entitled such benefits) as existed immediately prior to receive (a) any accrued but unpaid Base Salary through the date of termination; (b) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, howeverthat if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall pay or reimburse the premiums for a health care program for Executive, his spouse and his dependents that is substantially equivalent to the then-current Health Benefits; but further provided, that no portion of such severance pay Health Benefits shall be paid to the Executive prior to the first regular payroll following the 60th day of terminate upon the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) or dates Executive receives equivalent coverage and the portion of the severance pay benefits that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonusdo not include waiting period or pre-existing condition limitations, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B and programs of the Internal Revenue Code of 1986, as amended a subsequent employer (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s and benefits to be determined on a coverage-by-coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit-by-benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successorsbasis), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and (y) the stock option expiration date as set forth in the applicable stock option agreement; (2) for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary of Executive’s date of termination; and (3) with respect to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment of such awards, restrictions on such awards will lapse, and all other terms and conditions of such awards will be deemed met, with respect to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will not be forfeited when Executive’s employment terminates and shall instead remain outstanding until the earlier of (x) the fifth anniversary of the date on which such stock options become vested and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if (a) If (i) Executive’s 's employment is terminated by the Company at for any time during the Employment Period without reason (other than (x) Cause or (y) disability of Executive) or (ii) Executive's employment is terminated by Executive at any time during the Employment Period for Good ReasonReason # c.(ii) or c.(iv), then Company shall within thirty (30) days of termination of employment pay to Executive shall be entitled a lump sum cash payment equal to receive (a) any accrued but unpaid Executive's Base Salary for a period equal to the greater of (x) the date of termination of employment through the date of termination; that is one (b1) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) delivery of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date a proper notice of termination and shall remain exercisable until of employment or nonrenewal of the earlier of (x) the 60th day after the one-year anniversary of Executive’s date of termination and Agreement or (y) the stock option expiration date as set forth then remaining Term (the "Severance Payment"). Termination by the Executive for Good Reason for any reason other than c.(ii) and c.(iv), will entitled the Executive to a lump sum cash payment equal to the Executive's Base Salary for a period equal to six months. Further, in the applicable stock option agreement; (2) event of termination by Company under such circumstances Company shall maintain in full force and effect, for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary continued benefit of Executive’s , Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination; , the medical, hospitalization, dental, long term disability and (3) with respect life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment date of such awards, restrictions on such awards will lapse, termination at substantially the level in effect and all other upon substantially the same terms and conditions of (including without limitation contributions required by Executive for such awards will be deemed met, with respect benefits) as existed immediately prior to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot be forfeited when continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive’s employment terminates , Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall instead remain outstanding until the earlier of (x) the fifth anniversary of terminate upon the date on which such stock options become vested or dates Executive receives coverage and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Upon making the payments described in accordance with the Company’s policiesthis Section 4.4, Company shall have no further obligation to Executive hereunder.

Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if (a) If the Executive’s 's employment is terminated by the Company at any time during the Employment Period without Cause or by Executive at any time during the Employment Period for Good ReasonReason # c (ii) and c (iv), Executive then Company shall be entitled to receive within thirty (a30) any accrued but unpaid Base Salary through the date days of termination; (b) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior a lump sum cash payment equal to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, 's Base Salary for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder equal to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Internal Revenue Code of 1986, as amended (the “Code”); (e) (1) outstanding stock options held by Executive with solely time-based vesting shall become immediately exercisable with respect to the portion that would have otherwise become exercisable on or before the one-year anniversary of Executive’s date of termination and shall remain exercisable until the earlier greater of (x) the 60th day after the one-year anniversary of Executive’s date of termination and of employment through the date that is six (6) months after the date of delivery of a proper notice of termination of employment or nonrenewal of the Agreement or (y) the stock option expiration date as set forth then remaining Term (the "Severance Payment"). If (i) Executive's employment is terminated by Company for any reason (other than (x) Cause or (y) disability of Executive) or Termination by the Executive for Good Reason for any reason other than c. (ii) and c.(iv), will entitled the Executive to a lump sum cash payment equal to the Executive's Base Salary for a period equal to nine (9) months. Further, in the applicable stock option agreement; (2) event of termination by Company under such circumstances Company shall maintain in full force and effect, for outstanding restricted stock awards held by Executive with solely time-based vesting, any vesting requirements shall be deemed satisfied, and any Company repurchase rights shall immediately terminate, with respect to the portion that would have otherwise become vested and no longer subject to forfeiture or repurchase on or before the one-year anniversary continued benefit of Executive’s , Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination; , the medical, hospitalization, dental, long term disability and (3) with respect life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to any other outstanding equity compensation awards other than stock options and restricted stock awards (but including restricted stock units) with solely time-based vesting, Executive will immediately vest in and have the right to exercise or payment date of such awards, restrictions on such awards will lapse, termination at substantially the level in effect and all other upon substantially the same terms and conditions of (including without limitation contributions required by Executive for such awards will be deemed met, with respect benefits) as existed immediately prior to the portion that would have otherwise become vested and exercisable or payable and no longer subject to restriction on or before the one-year anniversary of Executive’s date of termination; and (f) (1) outstanding stock options held by Executive with performance-based vesting that are not vested and exercisable on Executive’s date of termination will (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot be forfeited when continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive’s employment terminates , Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall instead remain outstanding until the earlier of (x) the fifth anniversary of terminate upon the date on which such stock options become vested or dates Executive receives coverage and exercisable and (y) the stock option expiration date as set forth in the applicable stock option agreement and (2) for outstanding restricted stock awards held by Executive with performance-based vesting, such restricted stock awards shall not cease to vest upon Executive’s date of termination and any Company repurchase right shall not become exercisable with respect to any such restricted stock awards. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer . Upon making the payments described in accordance with the Company’s policiesthis Section 4.4, Company shall have no further obligation to Executive hereunder.