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”).

the Base Termination Compensation, # severance pay equal to # 23 months of the Executive’s 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 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 continuation of the medical, dental and vision insurance coverage for a period of 18 months at active employee rates (the "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 otherwise bearing) the premium cost under COBRA in excess of the active­ employee rate. Any payment of the Executive’s Base Salary after termination of his employment shall be made in accordance with the Company’s regular payroll practices. Other than solely in connection with any equity interests of Parent held by the Executive as described in [Section 5] and provided in the Equity Documentation, there will be no additional amounts owing by the Company to the 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 or the Company to a material cost, tax or penalty, the parties agree to cooperate to provide the Executive with such benefits in a manner that does not trigger such tax, cost or penalty, to the maximum extent possible.

Certain Cash Payments. The Executive will receive # a cash severance payment equal to 2.99 multiplied by the sum of # one year of Base Salary and # the 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 health benefit plans pursuant to COBRA, determined using the COBRA premium rate in effect for the level of coverage that the Executive had in place immediately prior to the Termination Date. Subject to [Sections 3.6 and 13]3] (including any mandatory six-month payment delay), these cash payments will be paid to the Executive on the 60th day following his Termination Date.

Termination Without Cause or for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):