Change in Control Benefits. During the Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in [Section 4(d)] or the Executive terminates his employment for Good Reason as provided in [Section 4(e)], then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in [Section 6(d)] below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this [Section 6(b)(i)] shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Involuntary Termination After Change in Control Benefits. DuringControl. If, prior to the Term, if upon orexpiration of the Employment Period and within 18twelve (12) months afterfollowing a Change in Control, the Executive’s employmentExecutive is terminated bysubject to an Involuntary Termination (as defined in [Section 3.01.b].iv), then the Company without Cause as providedwill pay "Change in [Section 4(d)] orControl Severance Benefits"to Executive (which shall be the sole benefits Executive terminates his employment for Good Reason as providedis entitled to under these circumstances). The Change in [Section 4(e)], then, subjectControl Severance Benefits will be a payment (less applicable withholdings and deductions) equivalent to the signing18 months of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in [Section 6(d)] below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’Executive's current Base Salary (or the Executive’s Base Salary(as in effect immediately prior to the Change in Control, if higher) plus #or the Executive’date of the termination of Executive's Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer,employment, whichever is earlier, subject to the Executive’greater), payable as a single lump sum within 74 days of Executive's continued copaymenttermination of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this [Section 6(b)(i)] shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.employment.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control Benefits. During(as defined below), then in addition to any compensation or benefits to which Executive may be entitled through the Term, if uponDate of Termination (as defined in Section 5(f) and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or withinGood Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive # a lump sum equal to two times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and # an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the first such installment paid on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to [Section 2716] of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the CIC Separation Package with respect to such Change in Control but shall remain eligible to receive the Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by theExecutive with Good Reason or by Company without Cause as provided in Section 4(d)(and not due to Executive’s death or Disability) within twelve (12) months following the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signingoccurrence of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to thesubsequent Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months followingagain be eligible to receive the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.CIC Separation Package.

Benefits. If a Change in Control Benefits. During the Term, if upon(as defined below) shall occur and concurrently therewith or within 18during a period of twenty-four (24) months after a Change in Control, the Executive’thereafter Executive’s employment hereunder is terminated by the CompanyEmployer without Cause as provided in [Section 4(d)] or(other than for the Executive terminates his employment for Good Reason as provided in [Section 4(e)], then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligationsreasons set forth in [Section 6(Section 3(d)] below, all within 60) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days afterfollowing the Datedate of Termination, # the Company shall pay the Executive a lump sum in cashsuch termination, in an amount equal to 300% oftwo (2.0) times the sum of # the Executive’Executive’s current Base Salary (or the Executive’s Base Salaryannual base salary then in effect (or immediately prior to the Changeany reduction resulting in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and #a termination for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA;Good Reason) and # the amount payable under this [Section 6(b)(i)] shall beaverage of the last three (3) annual bonuses paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.Employer to Executive.

Termination of Employment in Connection with Change of Control. If Executive’s employment is terminated under circumstances that would entitle Executive to payment of benefits under [Section 5(b)(iii)] and such termination of employment occurs in Control Benefits. During the Term, if uponconnection with or within 183 months before or within 24 months after a Change of Control, then Executive will receive the benefits described in Control,[Sections 5(b)(iii)(1) through (4)], but the Executive’s employment is terminated by the Company without Cause as providedpayment in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount[Section 5(b)(iii)(3)] will be equal to 300%12 months of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary as then in effect or, if greater, as in effect immediately prior to the Change of Control, the health insurance coverage payment in Control, if higher) plus #[Section 5(b)(iii)(4)] will be for 12 months, and Executive will be entitled to accelerated vesting of 100% of the then-unvested Equity Awards at Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.termination date.

Following a Change in Control Benefits. Duringand For Other Than Cause or Good Reason. In the Term, ifevent that there is a Change in Control of the Company and the Company or its successor terminates your employment other than for Cause, or you terminate your employment for Good Reason, in either case upon or within 18twelve (12) months after afollowing the Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subjectthen you will be entitled to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination,receive: # the Company shall pay the Executive a lump sum in cash in an amountpayment equal to 300% of the sum of # six (6) months of your then-current base salary, # 100% of your target bonus for that fiscal year, and # reimbursement of six (6) months of your COBRA premiums; and # acceleration of the Executive’vesting and exercisability of one hundred percent (100%) of all options, and unvested shares subject to all options, to purchase shares of the Company’s current Base Salary (orCommon Stock then held by you (the “Change in Control Severance Benefits”). You agree that you will not resign for Good Reason without first providing the Executive’s Base Salary in effect immediately priorCompany, or its successor as applicable, with written notice addressed to the CEO of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the initial existence of the grounds for Good Reason, with a reasonable cure period of not less than fifteen (15) days following delivery of such notice to the Company. In addition, you must terminate your employment within thirty (30) days following expiration of such cure period for your resignation to qualify as a resignation for Good Reason. Your entitlement to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whicheverControl Severance Benefits is earlier, subject to the Executive’s continued copaymentyour executing and not revoking an industry standard release and waiver of premium amountsclaims in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executivesfavor of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.Company (or its successor, as applicable).

Monies and Benefits to the Executive. Upon termination of the Executive’s employment in Control Benefits. During the Term, if upon or within 18 months afterconnection with a Change in Control, the Executive’s employment is terminated byExecutive shall be entitled to receive: # earned and unpaid Base Salary, unreimbursed business expenses due under [Section 3.6] and any other benefits due under [Section 3.3] or otherwise accrued and unpaid, through the Company without Causedate of such termination of employment, and subject to his execution of a release of claims as provideddescribed in [Section 4(d)] or4.7], # two (2) times the Executive terminates his employment for Good Reason as provided in [Section 4(e)], then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in [Section 6(d)] below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sumaggregate of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation;Compensation at the Target Rate in effect as of the date of such termination, # any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of termination at the Target Rate; # continuation of the medical, dental and # all equity awards held byother benefits described in [Section 3.3] under which the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and #is participating as of the date of such Change in Control for a period of 18twenty-four (24) months followingfrom the Datedate of Terminationtermination provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active employee of the Company for such period with no changes to such benefits or untilplans (if the Executive becomes coveredreemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer–provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period), # payment of outplacement services for Executive for a group health planperiod of another employer, whichever is earlier, subject totwelve (12) months from the Executive’s continued copaymentdate of premium amountssuch Change in amounts consistent with that applicable to active employees,Control or termination; provided, however, the Executive, the Executive’s spouseaggregate amount of such payments shall not exceed ​, and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives# continuation of the Company; provided,financial planning allowance described in [Section 3.5] for a period of twenty-four (24) months from termination. Notwithstanding anything in this [Section 4], however, that the continuationCompany shall not be required to commence or continue any payment of healthmonies or benefits other than as described in [Section 4.3(i)] above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this [Section 6(b)(i)] shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.Agreement.

Qualifying Termination in Connection with a Change in Control. If the Termination Date occurs on or in the twelve (12) months following a Change in Control Benefits. During the Term, if upon or within 18 months after a Change in Control, the Executive’(as herein defined) due to Executive’s termination of employment is terminated by the Company without Cause as providedor by Executive pursuant to a Constructive Termination (“Change in [Section 4(d)] or the Executive terminates his employment for Good Reason as provided in [Section 4(e)]Control Termination”), then, in lieu of the payments and benefits set out in the preceding provisions of paragraph 4(a), (i) the Employment Period shall be deemed to have ended as of the Termination Date and # Executive shall be entitled to receive # the Accrued Obligations, and subject to the signing of the Separation AgreementExecutive’s continued compliance with paragraphs 6, 7, 8, 9 and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in [Section 6(d)] below, all within 60 days after the Date of Termination,10 hereof, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’one and one-half times (1.5X) Executive’s Base Salary in effect immediatelyon the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the eighteen (18) month period following the Termination Date, # the Pro-Rata Amount as set forth in paragraph 4(a), (D) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company of the COBRA premiums for the Executive and/or his dependents in the same amount paid by the Company prior to the Change in Control, if higher) plusTermination Date during the period beginning on the Termination Date and ending on the first to occur of # the Executive’date eighteen (18) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s Annual Incentive Cash Compensation;plans, # to the extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of # the date eighteen (18) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, and # all equity awards heldoutplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the Executiveservices commonly provided to a person in a position comparable to Executive’s position with the Company, subject, in each case, to withholding and other appropriate deductions. For purposes of this paragraph 4(b) “Change in Control” shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months followinghave the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participatemeaning set forth in the Company’Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this [Section 6(b)(i)] shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.2014 Omnibus Incentive Plan.

Involuntary Termination by the Company or by the Executive for Good Reason Following a Change in Control Benefits. DuringControl. If the Term, if upon or within 18 months afterCompany terminates the Executive’s employment without Cause during the 12-month period following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive voluntarily terminates his employment for Good Reason as providedduring the 12-month period following a Change in Section 4(e), then, subjectControl, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the signingExecutive the following: # any Base Salary earned through the date of the Separation AgreementExecutive’s termination of employment, to the extent theretofore unpaid, # a lump-sum payment equal to three times the sum of the Executive’s Base Salary and Releaseaverage Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, payable within 60 days following the Executive’s termination of employment, provided, however, that if the Executive is a Specified Employee, such payment if so required, shall be made on the date that is six months and one day after the date of the Executive’s termination hereunder, # such retirement and other benefits earned by the Executive and vested (if applicable) as of the Separation Agreement and Release becoming irrevocable and subject also todate of his termination under the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Dateterms of Termination, #any employee benefit plan of the Company shall payin which the Executive a lump sum in cash in an amount equal to 300%participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the sumforegoing to be paid in the normal course for such payments and in accordance with the terms of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation;such plans, and # all equity awardsoutstanding stock options and restricted stock held by the Executive shall become immediately acceleratevested and such stock options shall become fully vested, exercisable (if applicable) and nonforfeitable; and #shall remain exercisable for a period of 18 months following30 days or such longer period as provided under the Dateterms of Termination or untilsuch option. In no event shall the Executive becomes covered under a group health planpayment in [clause (b)] be included for purposes of another employer, whichever is earlier, subjectthe Restoration Plan. Notwithstanding anything herein to the Executive’contrary, the payment described in [clause (b)] and vesting described in [clause (d)] shall be contingent on the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouseprior execution and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executivesnon-revocation of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduceRelease within 60 days following his termination date and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days afteras specified above or such later date as may be required to comply with Section 409A of the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.Code.

By Company Due to Change in Control. In the event a Change in Control Benefits. During(as hereafter defined) occurs and during the Term, if upon or within 18period beginning six (6) months before the Change in Control and ending twenty-four (24) months after athe Change in Control, the Executive’s employmentControl: # this Agreement is terminated by the Company or its successor without Cause as provided in Section 4(d)Good Cause, or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation# this Agreement and Releaseis terminated by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held bywith Good Reason, the Executive shall immediately acceleratebe entitled to receive, and become fully vested, exercisable (if applicable)the Company or its successor shall be obligated to pay, the monies and nonforfeitable;benefits described in this Section 4.6, and # for a period of 18 months following the Date of TerminationSections 4.3 or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that4.4 shall not be applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participatesuch Change in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paidControl or commence to be paid in the second calendar year by the last day of such 60-day period.termination.