Severance pay benefits shall begin only after satisfaction of the requirements in Section 4.1. An Eligible Executive entitled to benefits under this Article IV will receive a severance pay benefit equal to two (2) times such Eligible Executive’s annual base salary on the date of his or her Termination of Employment, and such severance pay benefit shall accrue and be payable for the two-year period following the date of his or her Termination of Employment; provided, however, that in the event that such Eligible Executive obtains employment with any other employer during the Non-Compete Period, such Eligible Executive shall promptly (and within 30 days of accepting such employment) notify the Company regarding the terms of such employment and such Eligible Executive’s severance pay benefit shall be reduced, dollar-for-dollar, by the amount of any income that such Executive receives from any other employer during such two year period; and, further provided that, in the event that such Eligible Executive fails to notify the Company regarding such new employment within 30 days of accepting such employment, Eligible Executive shall cease to be entitled to any further payment of severance pay benefits hereunder. The severance pay benefit will be paid net of applicable tax withholding on the Company’s normal payroll cycle and shall commence 60 days after the Eligible Executive’s Termination of Employment. Any payments that accrue and are otherwise payable under this Section 4.2 prior to commencing payments shall be accumulated and paid in a lump sum as soon as practicable after such requirements are satisfied.

Severance Benefits. The Company or its subsidiaries shall provide the Executive with severance benefits in the form of continuation of his monthly base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination) until the lesser of (i) nine (9) months following Executive’s Separation, or (ii) the date that Executive obtains comparable employment with another employer. The severance benefits shall be paid through salary continuation in equal installments in accordance with the Company’s or its subsidiary’s, as applicable, standard payroll procedures, with the initial payment to occur on the first payroll date following the sixtieth (60th) day following the Separation, with the first installment to include a catchup payment for amounts covering the period from the date of Separation through the first payment date, provided that the Release Conditions have been satisfied. However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in [Section 7(e)(3)] below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case commence in the first calendar year. The period between the date of Executive’s Separation and final severance payment shall be referred to herein as the “Severance Period.”

The amount of severance pay to the Executive shall be based upon the Executive’s regular annual base salary in effect immediately before the Executive’s termination of employment, determined without regard to any bonuses, fringe benefits, reimbursements or other irregular payments. The Executive’s general release of all claims referred to in Section II.H. must be effective on or before the sixtieth (60th) day following the Executive’s termination of employment in order for the Executive to receive any severance pay or benefits under the Agreement. Severance pay will be paid in a single cash lump-sum on or before the sixtieth (60th) day following the Executive’s termination of employment.