Amount and Payment of Cash Severance. The Corporation will make a cash payment (the “Cash Payment”) to Executive in an amount equal to the sum of # two times Executive’s Average Compensation and # Executive’s target annual bonus, if any, for the year in which employment terminates (with such calculations to be made as though the target level has been achieved for each performance goal), prorated by multiplying Executive’s target annual bonus by the number of days in the year completed through the date of Executive’s termination of employment divided by 365. The Cash Payment shall be paid to Executive in a single lump sum within sixty days after termination of employment; provided, however, that if the sixty day period overlaps two calendar years that the payment will be made in the later calendar year. If Executive dies after becoming entitled to the Cash Payment but before it has been paid, the Cash Payment will be made to Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate a beneficiary).

Payment of Cash Severance Benefits. The Severance Benefits described in Sections 4.1(a) to which a Participant is entitled shall be paid to the Participant according to the following payment schedule:

Severance Payment. In the even the Company terminates the Executive's employment without cause, it will be obligated to pay the Executive severance pay equal to two years compensation for years one and two, three years for year three, four years for year four, and five years for year five of employment served by the Executive.

Severance Payment. In exchange for the terms of a separation agreement in substantially the form attached hereto as Exhibit A (“Separation Agreement”) to be entered into at the end of the Transition Period, Executive shall receive, unless Executive has been terminated for Cause, a severance payment in the amount of $648,000. This total severance amount shall be paid to Executive in installments of $75,000 for each of the first five months and $21,000 for each of the next thirteen months pursuant to the Company’s regular payroll dates and procedures during the period between the effective date of the Separation Agreement and January 31, 2020. Said payments will commence no later than 60 days after the Separation Date provided that Executive has signed and not rescinded the Separation Agreement.

Severance Payment. If Executive’s employment is terminated by the Company without Cause (as defined in Section 7.1 above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in Section 7.3 above) within thirty (30) days prior to or twelve (12) months after a Change of Control (as that term is defined below), Executive shall be entitled to receive the Severance Payment described in Section 7.2 above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll date following the effectiveness of the binding release as set forth in Section 7.2 above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in Section 7.2 would span two (2) calendar years, then, subject further to Section 7.6(a), such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.

Severance Payment. Executive will receive continuing payments of severance for a period of six (6) months (such number of months, the “Standard Severance Period”) from the date of such termination of employment at a rate equal to Executive’s base salary as in effect immediately prior to the date of Executive’s termination of employment (disregarding any reduction in base salary that triggers the right

Severance Payment. Executive will receive continuing payments of severance for a period of twelve (12) months (such number of months, the

Severance Payment. Subject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, the Employee shall be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this Section 6(c)(iii) as the “Severance Payment”): # an amount equal to two times the Employee’s Base Salary as of the Date of Termination, plus # an amount equal to two times the Employee’s target Bonus for the fiscal year in which the Date of Termination occurs. The Severance Payment described in [subsections (A) and (B)])] above shall be added together and will be paid in substantially equal installments in accordance with the Corporation’s normal payroll policies based on a 24-month payment schedule commencing on the Date of Termination. Notwithstanding the forgoing, any installments that otherwise would be payable on the regular payroll dates between the Date of Termination and first day of the seventh (7th) month following the Date of Termination shall be delayed until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Employee will be reduced by the amount of any compensation earned by the Employee for any consulting or employment services provided on a substantially full-time basis for the period to which the corresponding Severance Payment relates.

Cash Severance Compensation. Notwithstanding anything to the contrary elsewhere in this Agreement, Executive shall be entitled to receive a dollar amount equal to the sum of Executive’s then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to her with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of two (2) years or the period of time remaining in the Term. This element of Severance Compensation shall be payable in equal installments on the normal pay dates following Executive’s separation from service with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (such Section and regulations are sometimes referred to in this Agreement as “[Section 409A]”). If, as of the date of the Executive’s separation from service, stock of the Company or a holding company or other parent entity with respect to the Company is publicly traded on an established securities market or otherwise, and if necessary to comply with Section 409A, payments otherwise due during the six (6)-month period following her separation from service shall be suspended and paid in a lump sum upon completion of such six (6)-month period, at which time the balance of the payments shall commence in installments as described in the preceding sentence. Payments shall be subject to deduction for such tax withholdings as Company may be obligated to make;

Cash Severance Payments. Eligible Executives will receive the following cash severance benefits: