​ 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” (which is the monthly amount charged, as of the termination date, for continuation coverage under the Company’s group medical and dental plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) for the coverage options and coverage levels applicable to You and Your covered dependents immediately prior to the termination date). Payment of the severance compensation set forth in subparts [(c), (d) and (e) of this Section 4.3] is subject to the terms and conditions of [Section 4.10] and [Section 9.2] of this Agreement.

​ 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.

If you are terminated other than for Cause, the Company shall pay you (or your estate in the case of death) a lump sum amount equal to one hundred twenty-five percent (125%), less applicable withholdings, of # the aggregate COBRA premium amounts (based upon COBRA rates in effect at date of termination) for three (3) years of the health, hospitalization and medical insurance coverage that was being provided to you (and your spouse) at the time of termination of employment, minus # the aggregate amount of any employee contributions that would have been required of you (determined as of the termination of employment) for such three (3) year period. The Company also shall pay you a lump sum amount equal to one hundred twenty-five percent (125%), less applicable withholdings, of the Company’s share of the premium for three (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and group rates in effect on the date of termination of employment). The Company will pay you such amounts within 5 business days following the date that the Release described in Paragraph 3 is effective and irrevocable.

Company Notice Termination. If the Employee’s employment with the Company is terminated by Company Notice Termination the Company will pay Employee the 6x the Monthly Base Salary, any accrued but untaken vacation and an amount equal to six (6) times the monthly COBRA premium that the Employee would be required to pay for COBRA continuation coverage of the Employee’s currently elected medical coverage under the Company’s primary group health insurance plan (the “Severance Payments”) according to the same payroll practices that are in effect at the time of the termination and less applicable withholdings and taxes; provided, however, that an express condition to the Company’s obligation to make Severance Payments to the Employee is the Employee’s full compliance with the provisions of Sections 4.3 (c), 5.0, 6.0, and 8.0, and if any such provisions are breached by the Employee, the Company’s obligations to make any additional Severance Payments shall cease immediately. After such termination, the Employee will also be eligible to receive whatever nonforfeitable benefits are payable as of the date of the Employee’s employment termination under the terms of the benefit plans or programs, if any, in which the Employee was participating.

In the event of a Timely Qualifying Termination, then, in lieu of all other benefits under this Agreement, 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, in a lump sum not later than thirty (30) calendar days after the termination date, an amount equal to two times one hundred fifty-five percent (155%) of Your Base Salary for the fiscal year in which the termination occurs; # the Company shall pay You, in a lump sum not later than thirty (30) calendar days after the termination date, an amount equal to eighteen (18) times the COBRA Premium Rate; and # the Company shall provide You with reasonable and appropriate out-placement services, as determined and coordinated by the Company, by paying a fee, not to exceed Two Thousand Five Hundred Dollars ($2,500.00), to an outplacement services provider selected by the Company, provided that such services shall not extend past the end of the second taxable year following the taxable year in which the Timely Qualifying Termination occurs. Payment and provision of the severance compensation and benefits set forth in subparts [(c), (d) and (e) of this Section 4.7.3] are subject to the terms and conditions of [Section 4.10] and [Section 9.2] of this Agreement.