Accrued Obligations. Upon termination of employment for any reason during the Term, the Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, # any earned but unpaid Base Salary through the Termination Date; # any other amounts or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and procedures (collectively, the “Accrued Obligations”).

Accrued Obligations. Upon termination ofIf the Executive’s employment with the Company is terminated for any reason duringreason, the Term,Company shall pay or provide to the Executive will be entitled(or to receive promptly,the Executive’s authorized representative or estate) # any Base Salary earned through the Date of Termination; # unpaid expense reimbursements (subject to, and in addition to any other benefits specifically provided byaccordance with, [Section 2(c)] of this Agreement,Agreement); and # any earned but unpaid Base Salaryvested benefits the Executive may have under any employee benefit plan of the Company through the Termination Date; # any other amounts orDate of Termination, which vested benefits required toshall be paid and/or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and proceduresterms of such employee benefit plans (collectively, the “Accrued Obligations”).

Payments Upon terminationTermination of Employment. If, prior to the expiration of the Term, Executive’s employment is terminated for any reason duringreason, including upon non-extension of the Term, the Executive willshall be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement,the following amounts only: # any earned but unpaidpayment of his Base Salary throughaccrued up to and including the Termination Date; # any other amountsdate of termination or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan;resignation; and # reimbursementupon submission of required documentation, payment of any businessunreimbursed expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’Company’s then-prevailing policies and proceduresbusiness reimbursement policy (collectively, the “Accrued Obligations”“Accrued Obligations”).

For purposes of employment for any reason during the Term, the Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, "Accrued Obligations" means: # anyExecutive's earned butand unpaid Base Salary through the Termination Date; # reimbursement for any other amounts or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of anyreimbursable business expenses incurred by the Executive prior tothrough the Termination Date,Date in accordance with [Section 4.05]; and # Executive's accrued but unused vacation time as of the Company’Termination Date. The amounts payable pursuant to [clauses [(i) and (iii) hereof]f]] shall be paid no later than sixty (60) days following Executive's then-prevailing policies and procedures (collectively, the “Accrued Obligations”).Termination Date.

Payments of Accrued Obligations.Obligations upon all Terminations of Employment. Upon a termination of Executive’s employment for any reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within 30 days after Executive’s Date of Termination (or such earlier date as may be required by applicable law): # any portion of Executive’s Annual Base Salary earned through Executive’s Date of Termination not theretofore paid, # any expenses owed to Executive under [Section 3], # any accrued but unused paid time off owed to Executive, solely to the extent applicable under the Company’s paid time off policies; # any Annual Bonus earned but unpaid as of the Date of Termination, and # any amount arising from Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under [Section 3], which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements. Except as otherwise set forth in [Sections 6(b) and (c)])], the payments and benefits described in this [Section 6(a)] shall be the only payments and benefits payable in the event of Executive’s termination of employment for any reason during the Term, the Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, # any earned but unpaid Base Salary through the Termination Date; # any other amounts or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and procedures (collectively, the “Accrued Obligations”).reason.

If the Executive’s employment with the Company is terminated for any reason duringreason, the Term,Company shall pay or provide to the Executive will be entitled(or to receive promptly,the Executive’s authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in addition to any other benefits specifically provided byaccordance with, [Section 2(c)] of this Agreement, # any earnedAgreement); (iii) accrued but unpaid Base Salaryunused vacation pay through the Termination Date; #Date of Termination; and (iv) any other amounts orvested benefits required tothe Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and proceduresterms of such employee benefit plans (collectively, the “Accrued Obligations”).

Compensation Upon termination ofTermination. If the Executive’s employment with the Company is terminated for any reason duringreason, the Term,Company shall pay or provide to the Executive will be entitled(or to receive promptly,the Executive’s authorized representative or estate) # any Base Salary earned through the Date of Termination; # unpaid expense reimbursements (subject to, and in additionaccordance with [Section 2(d)] of this Agreement); # subject to any other benefits specifically provided by this Agreement,[Section 3(b)(ii)(D)], unused vacation that accrued through the Date of Termination; and # any earned but unpaid Base Salaryvested benefits the Executive may have under any employee benefit plan of the Company through the Termination Date; # any other amounts orDate of Termination, which vested benefits required toshall be paid and/or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and procedures (collectively,terms of such employee benefit plans (together, the “Accrued Obligations”Benefit”). on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination.

The Company shall pay to Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, # anyExecutive’s fully earned but unpaid Base SalarySalary, when due, through the Date of Termination Date; # any other amounts or benefits required to be paid or provided or whichat the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and #rate then in effect, reimbursement of any business expenses incurred by the Executive prior to the Date of Termination Date,and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by [Section 3(a)(iv)] below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the Company’s then-prevailing policies and procedures (collectively,terms of such plans or agreements as of the Date of Termination (the “Accrued Obligations”).;

Definition of Accrued Obligations. UponFor purposes of this Agreement, “Accrued Obligations” means: # the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment forwith Company and has not yet been paid; and # the amount of any reason during the Term, theexpenses properly incurred by Executive will be entitledon behalf of Company prior to receive promptly,any such termination and in additionnot yet reimbursed. Executive’s entitlement to any other benefits specifically provided by this Agreement, # any earned but unpaid Base Salary through the Termination Date; # any other amountscompensation or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receivebenefit under any existing Compensation Plan;plan of Company shall be governed by and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date,determined in accordance with the Company’s then-prevailing policies and procedures (collectively, the “Accrued Obligations”).terms of such plans, except as otherwise specified in this Agreement.

If Executive’s employment ends for any reason duringreason, except as otherwise contemplated in this [Section 4], Executive shall cease to have any rights to salary, bonus (if any) or other benefits, other than # the Term, the Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, # any earned but unpaid portion of Executive’s Base Salary through the Termination Date;date of termination or resignation, # any annual, long-term, or other incentive award that relates to a completed fiscal year or performance period, as applicable, and is payable (but not yet paid) on or before the date of termination or resignation, which shall be paid in accordance with the terms of such award, # a lump-sum payment in respect of accrued but unused vacation days at Executive’s per-business-day Base Salary rate, # any unpaid expense or other reimbursements due to Executive, and # any other amounts or benefits required to be paid or provided by law or whichunder any plan, program, policy or practice of the Executive, his family members, beneficiaries, heirs, or legal representatives isCompany, provided that Executive shall not be entitled to receiveany payment or benefit under any existing Compensation Plan; and # reimbursementCompany severance plan, or any replacement or successor plan ([[subsections 4(b)(i)-(v)])]])], the “Accrued Benefits”). The Accrued Benefits shall be paid as soon as administratively practicable following the date of any business expenses incurred by the Executive prior to the Termination Date,termination, in accordance with the Company’Employer’s then-prevailing policiespolicy and procedures (collectively, the “Accrued Obligations”).applicable law, subject to all required payroll deductions and withholdings.