Without Cause. The Company may terminate Executive’s employment without cause upon thirty (30) days prior written notice to Executive. In the event the Company terminates Executive’s employment without cause under this Paragraph 8, the Company will pay to Executive a severance payment of an amount equal to tweleve # months of his then-current Base Salary, less taxes and other applicable withholding amounts, and full benefits. In order to receive the severance payment under this Paragraph, Executive must execute a waiver and general release of claims agreement in the form prescribed by the Company. For the purpose of determining Executive’s vested status, Executive will be considered to have been employed by the Company as of the applicable vesting date immediately following the date of Executive’s actual termination from employment without cause.

Termination by the Company without Cause. The Company may terminate this Employment Agreement and Executive’s employment without Cause prior to the expiration of the Term at any time upon providing the Executive ninety (90) days’ prior written notice or by providing Executive his full base salary for ninety (90) days in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company will also pay Executive severance pay in the amount of ninety (90) days of his base salary, in conjunction with an executed Separation Agreement and Release of Claims.

Termination Without Cause by the Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time upon providing written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. In addition, Executive will receive a “Severance Package” that shall include # a “Severance Payment” equivalent to three (3) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with Company’s regular payroll cycle beginning on the second regular payday occurring following the date the release (as contemplated below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.6(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date.

Termination Without Cause by the Company. The Company may terminate Executive’s employment at any time for any reason (or for no reason) upon at least thirty (30) business days’ prior written notice to Executive (“Termination Without Cause”).

Without Cause. The Company may terminate the Executive’s employment during the Employment Term without Cause at any time by giving 60 days’ written notice to the Executive. A termination of the Executive’s employment without Cause shall mean a termination initiated by the Company for any reason other than # Cause or # on account of death or Disability. A termination without Cause shall be effective immediately upon notice given by the Company to the Executive, or such later date as may be mutually agreed between the Executive and the Company. Upon a termination of employment without Cause, Executive shall be entitled to the compensation payments provided in Section 6(g)(i).

Without Cause or Without Good Reason. The Company may terminate Executive’s employment without Cause, at any time, in its sole and complete discretion, by providing at least thirty (30) days’ prior written notice of such termination and its effective date to Executive. Likewise, Executive may terminate Executive’s employment without Good Reason upon at least thirty (30) days’ prior written notice to the Company without any liability. Termination of Executive’s employment without Cause by the Company or without Good Reason by Executive shall not include termination of Executive’s employment due to Executive’s death or Disability.

Termination Without Cause. The Company may terminate the Executive’s employment with the Company without Cause at any time, by giving not less than ninety (90) days’ prior written notice of such termination to the Executive.

Termination by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon Executive’s receipt of thirty (30) days’ written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:

By Company Without Cause. Subject to the last paragraph of this Section 5(a), the Company may terminate Executive’s employment without Cause (as defined below) effective on thirty (30) days’ written notice (such thirty (30)-day period, the “Notice Period”, and such notice, the “Termination Notice”), during which notice period Executive may be relieved of his/her duties and placed on paid terminal leave. In such event and subject to the other provisions of this Agreement, Executive will be entitled to:

The Company may terminate Executive’s employment without cause at any time during the termof this Agreement by giving the Executive thirty (30) days’ notice of such termination, during which period Executive will continue to receive the compensation and benefits to which Executive would normally be entitled under the terms of this Agreement.