The Company will pay the Executive (as severance) continued payment of the Executive’s Base Salary (at the regular rate per payroll period in effect immediately prior to the termination of the Executive’s employment with the Company and paid in accordance with the Company’s regular payroll practices) through and ending with the date that is fifteen (15) months (or, if the Severance Date occurs on or after the date of a Change of Control, the date that is eighteen (18) months) after the date the Executive’s employment with the Company terminated (the date the Executive’s employment with the Company terminates is referred to as the “Severance Date”); provided that the continued Base Salary benefit for the period commencing with the day following the Severance Date and ending with the 60th day following the Severance Date shall not be paid over such 60-day period but shall instead be accumulated and paid on (or within two (2) business days after) such 60th day following the Severance Date.

The Company shall pay Executive severance in the form of continuation of Executive’s Base Salary for (#) months after the date of Executive’s Separation from Service. These salary continuation payments will be paid on the Company’s regular payroll schedule, subject to standard deductions and withholdings, over the (#) month period following Executive’s Separation from Service; provided, however, that no payments will be made prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a lump sum the salary continuation payments that Executive would have received on or prior to such date under the original schedule with the balance of the cash severance being paid as originally scheduled.

Severance Payment. Executive will receive continuing payments of severance for a period of six (6) months (such number of months, the “Standard Severance Period”) from the date of such termination of employment at a rate equal to Executive’s base salary as in effect immediately prior to the date of Executive’s termination of employment (disregarding any reduction in base salary that triggers the right

an amount equal to 180% of Executive’s Base Salary as of the date of termination, payable in substantially equal installments during the 12-month period following the date of termination in accordance with the Company’s normal payroll practices (the “Severance Pay”); provided, however, that the first payment shall be on the pay day coinciding with or next following the sixtieth (60th) day after the date of termination, and such payment shall be equal to the amounts that would have been paid had payments begun immediately after the date of termination. Notwithstanding the foregoing, if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations, the payment of the Severance Pay such sums shall be made as follows: # no payments shall be made for a six-month period following the date of termination, # an amount equal to six months of Severance Pay shall be paid in a lump sum six months and one day following the date of termination with interest at the applicable federal rate pursuant to Section 1274 of the Code, and # during the period beginning six months and one day following the date of termination through the remainder of the 12-month period, payment of the Severance Pay shall be made in accordance with the Company’s normal payroll practices; and

commencing seven (7)-months after the date Executive has a Separation from Service, the Company will continue to pay Executive an amount equal to Executive’s monthly Base Salary (as in effect on the Date of Termination or, if Executive terminates employment pursuant to § 7(c)(ii) upon a reduction in Executive’s Base Salary, as in effect immediately prior to such reduction in Base Salary), payable in accordance with the Company’s then standard payroll practices for a period of twelve (12) consecutive months; and

The payment to Executive of the Severance Amount in substantially equal installments over two years (with the first payment commencing on the first payroll date following the Termination Date), in accordance with Employer's payroll practices in effect as of the Effective Date ("Severance Period"), provided that in the event such payroll practices change, in accordance with such new payroll practices, but only if any such change in payroll practices does not result in a payment being accelerated or delayed by more than thirty (30) days. Severance Amount means the product of # two and # the sum of Executive's Base Salary and Target Bonus in effect immediately prior to the Date of Termination.