Severance. If Employee’s employment is terminated either by the Company without Cause (as defined above) (and not for death or Disability), or by Employee for Good Reason pursuant to Section 4(c) above, then, subject to his execution and non-revocation of a reasonable and customary general release of claims in favor of the Company and its affiliates within sixty (60) days of the Termination Date, Employee shall be entitled to receive the following: # an amount equal to twelve (12) months of his Base Salary in effect as of the Termination Date, paid in accordance with the Company’s normal payroll cycle over the twelve (12) month period following the Termination Date, and # the Company will pay its share of premiums for Employee’s health insurance as currently enrolled on the Termination Date through the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) over the twelve (12) month period following the Termination Date; provided that such payments described in (i) and (ii) shall automatically cease upon Employee’s employment or engagement as a consultant, contractor, or service provider by any person or entity other than the Company within the applicable payment period, of which Employee must provide written notice to Company immediately upon acceptance of such employment or engagement; and provided that such amounts shall be paid in accordance with the Company’s customary payroll practices, and less such deductions as are required by law or that Employee may elect in accordance with Company policy and procedure.

​ In the event You terminate Your employment for Good Reason, the Company’s obligation to pay and provide You compensation and benefits under this Agreement shall immediately terminate, except: # You shall be entitled to receive that portion of Your Base Salary which shall have been earned through the termination date; # the Company shall pay or provide You such other payments and benefits, if any, which had vested hereunder before the termination date; # the Company shall pay to You, within thirty (30) calendar days following the date of termination, a lump sum amount equal to fifty-five percent (55%) of the product of # multiplied by (ii), where “(i)” is Your Base Salary for the fiscal year in which the termination occurs, and “(ii)” is a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of termination and the denominator of which is 365; # the Company shall pay to You, within thirty (30) calendar days following the termination date, a lump sum payment in an amount equal to one hundred fifty percent (150%) of Your Base Salary for the fiscal year in which the termination occurs; and # the Company shall pay You, within thirty (30) calendar days following the termination date, a lump sum payment in an amount equal to eighteen (18) times the monthly COBRA Premium Rate. Payment of the severance compensation set forth in subparts [(c), (d) and (e) of this Section 4.5] is subject to the terms and conditions of [Section 4.10] and [Section 9.2] of this Agreement.

In addition to the Accrued Benefits, upon a termination of your employment by # the Company other than # for Cause or # as a result of your death or Disability (as defined in the Plan) or # you for Good Reason (a “Qualifying Termination”), then, except as otherwise set forth in [Section 6(d)] below, and subject to your timely execution and delivery to the Company of a release of claims in substantially the form attached hereto as [Exhibit A] (the “Release”) within twenty-one (21) days, or if required by law, forty-five (45) days, following the date of the Qualifying Termination, and the expiration of the seven (7)-day right of revocation with respect to the Release, the Company shall provide you with the following: # an aggregate amount equal to seventy-five percent (75%) of your annual Base Salary, at the level in effect as of the date of the Qualifying Termination, payable in substantially equal installments in accordance with the Company’s payroll practices over a period of nine (9) months from the date of the Qualifying Termination and # provided you timely elect and remain eligible for continuation coverage pursuant to Part 6 of Title I of ERISA (“COBRA”), the Company shall pay or reimburse you an amount equal to the full monthly premium for COBRA continuation coverage under the Company’s medical plan as in effect as of the date of the Qualifying Termination with respect to the level of coverage in effect for you and your eligible dependents as of such date, on a monthly basis on the first business day of the calendar month next following the calendar month in which the applicable COBRA premiums were paid (the “COBRA Benefit”), with respect to the period from the date of the Qualifying Termination until the earlier of # the date nine (9) months following such date and # the date on which you accept employment from a third party which third party employer provides to you comparable health and medical benefits. Subject to [Section 11(c)] of this Agreement, the payments described in this [Section 6(c)] will be paid or provided (or begin to be paid or provided) as soon as administratively practicable after the Release becomes irrevocable (and any amount which would have otherwise been paid prior to such date paid in a lump sum at such time, and any remaining payments on the schedule described above); provided that with respect to any such amounts that constitute “nonqualified deferred compensation” subject to Section 409A (as defined below), if the period during which you may consider and revoke the Release begins in one taxable year and ends in a second taxable year, no such payments shall be made until the second taxable year.