Severance Pay. The Company will pay Executive severance pay in the aggregate amount set forth on Appendix 1 attached hereto (“Severance Pay”), which aggregate amount shall be paid in substantially equal installments over a period of one (1) year in accordance with the Company’s regular payroll practices beginning on the first regular payday after the Effective Date (as defined herein). Executive acknowledges and agrees that this Severance Pay is fully taxable compensation subject to tax withholding and other required deductions.

The Company shall pay the Executive, subject to tax withholding and other authorized deductions, an amount equal to [twelve (12)]1 months (the “Severance Period”) of the Executive’s base salary at the monthly rate in effect on the Severance Date, such amount to be paid in installments in accordance with the Company’s standard payroll schedule over the [twelve]-month period following the Severance Date (provided that the first such payment shall be made on (or within 10 days following) the sixtieth (60th) day after the Severance Date and shall include each such installment that is scheduled to be paid following the Severance Date and prior to the date of such payment).

“Severance Payment”). The Severance Payment will be payable in equal monthly installments consistent with the Company’s normal payroll practices during the twelve (12) month period immediately following the effective date of Executive’s Qualifying Termination (the “Severance Period”), with the first installment due no later than the sixtieth (60th) day following Executive’s Qualifying Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not commence until the first payroll period in January of the second taxable year (the “Payment Delay”).

Severance Pay – Commencing on the Company’s first regularly scheduled payroll date that follows the Release Effective Date (as defined below) (“the Payment Commencement Date”), and continuing for nine (9) months following the Separation Date, Executive will receive severance pay in the form of salary continuation payments, less all applicable taxes and withholdings, in accordance with the Company’s regular payroll practices, resulting in an aggregate payment to Executive of an amount equal to nine (9) months of Executive’s annualized base salary rate in effect on the Separation Date (the “Severance Pay”). For the avoidance of doubt, the first such payment will include any amounts that would have been paid hereunder had the Release become effective upon the Separation Date.

Severance Amount. The Severance Amount (as defined below) will be subject to all applicable withholdings and will be payable by the Company to the Executive in one lump sum payment on the first regular payroll date following the date that the Release becomes effective and irrevocable or, if any component of the Severance Amount is subject to Section 409A (as defined below), beginning on the first regular Company payroll date after the sixtieth (60th) day following the Termination Date.