Description of Severance Benefits. Subject to the conditions of [Section 4.6], in the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:

Severance Benefits. In the event Abrams’ employment by the Company is terminated by either Party prior to the Termination Date, Abrams shall be paid as severance the amount otherwise due and payable Abrams under the terms of this Agreement from the date of Early Termination up to and including the Termination Date (“Severance Benefits”), which Severance Benefits shall be paid in equal biweekly installments corresponding with the Company’s existing payroll practices, beginning on the Early Termination Date and continuing through the Termination Date. Abrams acknowledges that the Severance Benefits represent consideration to which he would not otherwise be entitled and is in lieu of any rights or claims that he may have with respect to any Severance Benefits or other remuneration from the Company. For the avoidance of doubt, Abrams acknowledges and agrees that he will receive no additional payments other than Severance Benefits set forth herein, including, but not limited to, for services rendered for accrued or unused vacation, or paid time off; provided, however, that Abrams shall be entitled to reimbursement by the Company for all bonafide business expenses incurred by Abrams up to and including the earlier to occur of the Early Termination Date or Termination Date.

Severance Benefits. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this [Article 3]. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and general release of claims (the “Release”), in substantially the form attached hereto and incorporated herein as Exhibit A, Exhibit B or Exhibit C, as appropriate, which Release must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, Executive will forfeit any right to any severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable

Termination without Cause and not in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control, then, subject to Section 4, Executive will receive the following severance benefits from the Company:

Severance Benefits. In the event that Employee’s employment is terminated without Cause by the Company or is terminated by Employee with Good Reason, Employee shall receive the following as his sole and exclusive severance benefits (collectively, the “Severance Benefits”):

Termination Without Cause or Resignation for Good Reason After a Change in Control. If your employment ends because of a Covered Termination on or within eighteen ( 18) months after a Change in Control, you will be eligible to receive a lump sum cash severance payment in an amount equal to twelve ( 12) months of your then current base salary (ignoring any reduction in salary that forms the basis for a resignation for Good Reason), Jess any applicable withholdings and deductions, and effective as of your termination date, all of your then-outstanding and unvested compensatory equity awards will become vested. Additionally, you will receive 12 months of COBRA benefits starting from your termination date.

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 and Benefits. If, during the Term, the Executive’s employment with the Company is terminated during the Protection Period, the Executive shall be entitled to the following compensation and benefits:

Other Severance Benefits. Employee will be entitled to the continued tax equalization benefits that constitute part of the Severance Benefits, as specified in the Offer Letter.

Additional Severance Benefits. In the event of a termination of employment under any of the situations described in paragraph 2 above, the Company agrees to provide Employee the following additional severance benefits which he/she would not otherwise be entitled. Employee acknowledges and agrees that the totality of severance benefits set forth in this Agreement constitute adequate legal consideration for the promises and representations made by him/her in this Agreement, and are in lieu of any benefits payable under any severance plan now in existence or hereafter adopted.