Payment of Accrued Obligations. The Company shall pay to the Executive upon the Executive’s Severance a lump sum payment in cash, paid in accordance with applicable law, as soon as practicable but no later than ten (10) days after the Severance Date, equal to the sum of # the Executive’s accrued annual base salary and any accrued vacation pay through the Severance Date, and # any annual bonus earned by the Executive from the year preceding the Severance Date but not yet paid as of the Severance Date.

Accrued Obligations. The Corporation shall pay the Executive, in cash, in a lump sum, on the thirtieth (30th) day following the Date of Termination (the “Payment Date”), the sum of # the Executive’s full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given (disregarding any reduction thereto that constitutes Good Reason), # all accrued but unused vacation determined as of the Date of Termination, determined based upon the Executive’s Severance Salary Rate (as defined below) and the Corporation’s vacation policy in effect on the Date of Termination (or, if more favorable to the Executive, the vacation policy in effect as of immediately prior to the Effective Date), # the Executive’s annual bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination, and # the Executive’s business expenses that are reimbursable pursuant to the applicable policy of the Corporation as in effect on the Date of Termination but have not been reimbursed by the Corporation as of the Date of Termination.

Accrued Obligations. The Corporation shall pay the Executive, in cash, in a lump sum, on the thirtieth (30th) day following the Date of Termination (the “Payment Date”), the sum of # the Executive’s full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given (disregarding any reduction thereto that constitutes Good Reason); # all accrued but unused vacation determined as of the Date of Termination, determined based upon the Executive’s Severance Salary Rate (as defined below) and the Corporation’s vacation policy in effect on the Date of Termination (or, if more favorable to the Executive, the vacation policy in effect as of immediately prior to the Effective Date); # the Executive’s annual bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; # if the Date of Termination is not the last day of a fiscal year, a prorated bonus payment equal to the Applicable Bonus (as defined below) multiplied by a fraction, the numerator of which is the number of days which have elapsed in the fiscal year in which the Date of Termination occurs and the denominator of which is the total number of days in such fiscal year; and # the Executive’s business expenses that are reimbursable pursuant to the applicable policy of the Corporation as in effect on the Date of Termination but have not been reimbursed by the Corporation as of the Date of Termination.

The Company shall pay to the Executive # the Accrued Obligations within 15 days following the Date of Termination, and # subject to Sections 4(f) and 4(h), a lump sum cash amount equal to two times the Executive’s then current Annual Base Salary, such sum to be paid on the next payroll date immediately following the eighth day following the Executive’s delivery to the Company of a properly executed Release in accordance with Section 4(f) of this Agreement.

The Company shall pay to the Executive, within thirty (30) days following the Date of Termination # the Executive’s accrued but unused vacation, unreimbursed business expenses, Base Salary through the Date of Termination (to the extent not theretofore paid) and any earned but unpaid Annual Bonus for the calendar year preceding the Date of Termination (the “Accrued Benefits”), and # one (1) times the sum of Executive’s Base Salary and Target Bonus, in each case payable in a lump sum (the “Base Severance”).

The Company shall pay to the Executive, within thirty (30) days following the Date of Termination # the Executive’s accrued but unused vacation, unreimbursed business expenses and Base Salary through the Date of Termination (to the extent not theretofore paid) (the “Accrued Benefits”), and # one (1) times the Executive’s Base Salary, in each case payable in a lump sum (the “Base Severance”).

The Company shall pay to the Executive, within thirty (30) days following the Date of Termination # the Executive’s accrued but unused vacation, unreimbursed business expenses and Base Salary through the Date of Termination (to the extent not theretofore paid) (the “Accrued Benefits”), and # one (1) times the sum of Executive’s Base Salary and Target Bonus, in each case payable in a lump sum (the “Base Severance”).

Compensation Other Than Severance Benefits. The Company shall pay to the Executive # the Accrued Obligations (as defined in Exhibit A) in a cash lump sum within 30 days after the Date of Termination, and # any rights or payments, except for any severance benefits, that are vested benefits or that the Executive is otherwise entitled to receive at or subsequent to the Date of Termination under any Employee Benefit Plan or any other contract or agreement with the Company or any of its subsidiaries, which shall be payable in accordance with the terms of such Employee Benefit Plan or contract or agreement, except as explicitly modified by this Agreement (collectively, the “Vested Benefits”). Any amounts due and payable pursuant to the Bonus Agreement that has been earned but not paid as of the Date of Termination shall be paid in accordance with the terms and provisions of the Bonus Agreement.

Payments Due Upon Any Termination. Upon the Executive’s termination of employment for any reason, the Company shall pay the Executive (or the Executive’s estate) # the Executive’s then Base Salary through the date of termination, # any earned but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, # the dollar value of all accrued and unused vacation based upon the Executive’s most recent level of Base Salary and # any benefits accrued and due under any applicable benefit plans and programs of the Company (the “Accrued Obligations”). The cash amounts payable pursuant to this Section 5(b) shall be paid, in a lump sum, on the date of termination, or as soon as practicable following such date of termination, in accordance with applicable law. All other benefits, if any, due the Executive following a termination shall be determined in accordance with the plans, programs, policies and practices of the Company. The Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

Payment of Accrued Obligations Upon Termination of Employment. Upon a termination of Executive’s employment at any time following the Effective Date, the Company shall pay to Executive in a single lump-sum cash payment as soon as administratively practicable following the date of termination, the aggregate amount of Executive’s # earned but unpaid Base Salary applicable on the date of termination, and # accrued but unpaid vacation pay using the Base Salary rate applicable on the date of termination. In addition, Executive shall be promptly paid for incurred but unreimbursed business expenses upon her submission of such expenses in accordance with the Company’s expense reimbursement policies. The amounts set forth in this Section 4.1(i) are collectively referred to as the “Accrued Obligations”.