Severance Pay. The Company shall pay Executive cash severance in the amount of Nine Hundred Fifty Thousand Dollars ($950,000.00), which is equal to: # the sum of # Executive’s 2019 annual base salary plus # Executive’s 2019 target annual incentive compensation (collectively, the “Cash Severance”). The Cash Severance shall be paid out in substantially equal installments in accordance with the Company’s regular payroll practices over a 12-month period commencing within 60 days after the Termination Date; provided, that if the 60-day period begins in one calendar year and ends in a second calendar year, then the Cash Severance shall begin to be paid in the second calendar year by the last day of such 60-day period; provided further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date of termination.

Severance Payments. Executive shall be entitled to receive an amount equal to Two Million, Eight Hundred Thousand Dollars ($2,800,000), which constitutes twenty-four (24) months of his base salary and target bonus at the rates in effect immediately prior to the Separation Date. Such amount shall be paid in a single cash lump sum, less applicable withholdings, on the first payroll date following the Effective Date.

Severance Benefits. The Company shall pay the Executive # six (6) months of his then-current monthly base salary, and # fifty percent (50%) of the Executive’s annual target bonus at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination. The Executive will receive his severance payment in a cash lump-sum in accordance with the Company’s standard payroll procedures, which payment will be made no later than the first regular payroll date occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied.

The Company will pay to the Executive severance as follows: the rate of the Executive’s Base Salary as in effect at the time of termination will be added together with the dollar value of the Executive’s target Annual Bonus for the year in which termination occurs and the sum of the foregoing amounts will be divided by twelve (12) (the “Monthly Severance Amount”). The Monthly Severance Amount will be paid each month over the twelve (12) month period following the Termination Date, less applicable tax withholding, beginning within the sixty (60)-day period following the date of the Executive’s termination of employment and continuing on each payroll date thereafter until fully paid, in accordance with the Company’s regular payroll practices. The first severance payment will include any missed payments during such sixty (60)-day period.

2.1Cash Severance. If a Covered Termination occurs, then, subject to the provisions of [Section 2.3(b)] and Section 4 below, the Company shall pay to the Executive an amount equal to: two (2) times the sum of the Executive’s Base Salary plus Annual Bonus. This amount will be no less than the Executive’s starting compensation of $350,000 base salary (“Starting Base Salary”) plus Annual Bonus of sixty (60%) of the Starting Base Salary ($210,000) (which is $560,000 times 2 for $1,120,000). To the extent possible, most if not all of the Cash Severance, will be paid in a lump sum payment within five (5) business days of the Covered Termination.