Severance Benefits. If the Executive’s employment terminates by reason of a Qualifying Termination (other than a Change in Control Termination), # the Company will pay the Executive a lump sum amount equal to one times the sum of # the Executive’s annual base salary, at the rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “Severance Payment”), # the Company will pay the Executive a lump sum amount equal to one times the aggregate annual COBRA premium costs required to be paid by the Executive for the Executive and the Executive’s eligible dependents to continue to participate in the medical, dental, and vision benefit plans maintained or sponsored by the Company or its affiliates immediately prior to the Termination Date (the “Medical Plan Coverage Payment”), and # the Executive will be eligible for the Company’s outplacement assistance benefits (the “Outplacement Assistance,” and collectively with the Salary Payment and the Medical Plan Coverage Payment, the “Severance Benefits”).

Severance Benefits. Ifthe Base Termination Compensation, # severance pay equal to # 23 months of the Executive’s employment terminates by reason of a Qualifying Termination (other than a Change in Control Termination), # the Company will pay the Executive a lump sum amount equal to one times the sum of # the Executive’s annual base salary, at the rate in effect at the effective time of termination, to be paid in equal installments over 23 months, plus # two times the Executive’s target bonus as provided in [Section 4(b)], to be paid in equal installments over 24 months, in each case on the Company’s normal payroll dates following the date of termination, except that the Termination Date,first installment of such payment shall be paid on the 60th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 3(i) had been effective at the date of termination and # the Executive’s target annual cash incentive awardcontinuation of the medical, dental and vision insurance coverage for the year in which the Termination Date occursa period of 18 months at active employee rates (the “Severance Payment”"Benefit Continuation"),. The Benefit Continuation shall be provided through # the Executive’s enrollment in the Company’s COBRA continuation coverage and # the reimbursement of (or the Company will payotherwise bearing) the Executive a lump sum amount equal to one timespremium cost under COBRA in excess of the aggregate annual COBRA premium costs required toactive­ employee rate. Any payment of the Executive’s Base Salary after termination of his employment shall be paidmade in accordance with the Company’s regular payroll practices. Other than solely in connection with any equity interests of Parent held by the Executive for the Executiveas described in [Section 5] and the Executive’s eligible dependents to continue to participateprovided in the medical, dental, and vision benefit plans maintained or sponsoredEquity Documentation, there will be no additional amounts owing by the Company or its affiliates immediately prior to the Termination Date (the “Medical Plan Coverage Payment”),Executive from and #after a termination of the Executive’s employment of the nature contemplated by this [clause (ii) of Section 3(f)]. Because of the current uncertainty surrounding health care coverage, in the event that the Benefit Continuation would subject the Executive will be eligible foror the Company’s outplacement assistanceCompany to a material cost, tax or penalty, the parties agree to cooperate to provide the Executive with such benefits (the “Outplacement Assistance,” and collectively within a manner that does not trigger such tax, cost or penalty, to the Salary Payment and the Medical Plan Coverage Payment, the “Severance Benefits”).maximum extent possible.

Severance Benefits. If the Executive’s employment terminates by reason ofCertain Cash Payments. The Executive will receive # a Qualifying Termination (other than a Change in Control Termination), # the Company will pay the Executive a lump sum amountcash severance payment equal to one times2.99 multiplied by the sum of # one year of Base Salary and # the Executive’Average Bonus plus # a lump sum cash payment equal to the total premiums the Executive would be required to pay for eighteen months of continuation coverage under the Company’s annual base salary, athealth benefit plans pursuant to COBRA, determined using the COBRA premium rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “Severance Payment”), # the Company will paylevel of coverage that the Executive a lump sum amount equal to one times the aggregate annual COBRA premium costs required to be paid by the Executive for the Executive and the Executive’s eligible dependents to continue to participatehad in the medical, dental, and vision benefit plans maintained or sponsored by the Company or its affiliatesplace immediately prior to the Termination Date (the “Medical Plan Coverage Payment”)Date. Subject to [Sections 3.6 and 13]3] (including any mandatory six-month payment delay), and #these cash payments will be paid to the Executive will be eligible foron the Company’s outplacement assistance benefits (the “Outplacement Assistance,” and collectively with the Salary Payment and the Medical Plan Coverage Payment, the “Severance Benefits”).60th day following his Termination Date.

Severance Benefits.Termination Without Cause or for Good Reason. If during the Executive’Employment Term, Executive's employment terminates by reason of a Qualifying Termination (other than a Change in Control Termination), #with the Company will payis terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum amountpayment equal to one times the sum of # the Executive’Executive's annual base salary, at the rate in effectaccrued and unpaid salary as of the Termination Date,Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the Executive’gross amount of Executive's target annual cash incentive awardmonthly COBRA premiums for the yearhealth insurance, based on Executive's current elections, for a period of twelve (12) months payable in which the Termination Date occurs (the “Severance Payment”), # the Company will pay the Executive a lump sum amount equalpayment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to one timestimely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the aggregate annual COBRA premium costs required toPayment, Executive's outstanding Equity Awards shall vest as may be paid by the Executive for the Executive and the Executive’s eligible dependents to continue to participateprovided in the medical, dental,terms of the applicable Equity Award grant agreements, and vision benefit plans maintained or sponsored byExecutive shall be entitled to a cash severance payment, payable in a lump sum payment on the Company or its affiliates immediately prior tosixtieth (60th) day following the Termination Date (the “Medical Plan Coverage Payment”), and # the ExecutiveDate, which will be eligible for the Company’s outplacement assistance benefitsdetermined as follows (the “Outplacement Assistance,” and collectively with the Salary Payment and the Medical Plan Coverage Payment, the “Severance Benefits”"Severance Payment").: