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.

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”.

in a lump sum in cash within 30 days after the Date of Termination, the sum of # the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, # the Executive’s business expenses that are reimbursable pursuant to [Section 3(b)(4)] but have not been reimbursed by the Company as of the Date of Termination, and # any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in sub-clauses (i), (ii) and (iii), the “Accrued Obligations”);

in a lump sum, in cash, within 30 days after the Date of Termination, the sum of # the Executive’s base salary through the Date of Termination, # a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and # any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and - -

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.

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.

to the extent not theretofore paid, the sum of # the Executive’s Annual Base Salary earned through the Date of Termination, # the Bonus for the fiscal year ending immediately prior to the Date of Termination, # compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), and # any accrued and unused vacation pay through the Date of Termination (the “Accrued Obligations”), which sum shall be paid within 15 days following the Date of Termination; and

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”).

Accrued Obligations. In the event that the Executive’s employment under this Agreement terminates during or upon expiration of the Employment Period for any reason, the Company will pay or provide to the Executive: # any earned but unpaid Base Salary, # reimbursement of any business expenses incurred by the Executive prior to the Date of Termination that are reimbursable in accordance with Section 2(b)(iv) hereof, to the extent timely substantiated by the Executive, # any accrued vacation amounts, # earned but unpaid annual bonus amounts for the prior fiscal year and # any vested amounts due to the Executive under any plan, program or policy of the Company (together, the “Accrued Obligations”). The Accrued Obligations described in clauses # – # of the preceding sentence shall be paid within 30 days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (v) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program.

Payments of Accrued 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 thirty (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(d) above, # any accrued but unused paid time-off owed to Executive, # any Annual Bonus approved by the Board or the Compensation Committee of the Board on or prior to the Date of Termination 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(c) above, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements. The payments and benefits described in this Section 6(a), along with any accelerated vesting provided under Section 4(c), shall be the only payments and benefits payable in the event of Executive’s termination of employment for any reason.