Severance Benefits. If and only if # Employee executes this Agreement and the Supplemental Release attached hereto as Exhibit A, # both agreements become effective and irrevocable, and # Employee fulfills all of the terms and conditions of this Agreement and the Supplemental Release, including, without limitation, complying with the covenants contained herein and the Confidentiality Agreement, then, following the Separation Date, and subject to Section 2 below, Employee will be entitled to the following (collectively, the “Severance Benefits”):

Description of Severance Benefits. In the event that the Executive becomes eligible to receive Severance Benefits in accordance with Section 4.1 (and, for the avoidance of doubt, subject to the Executive’s execution and non-revocation of the Non-Competition and Release Agreement as set forth in [Section 4.5]), the Company shall pay or provide the Executive with the following:

Severance Benefits. Subject to the Executive’s execution of a release substantially in the form attached hereto as Exhibit B (the “Release”) and the Release becoming effective and irrevocable in accordance with its terms by no later than the 55th day immediately following the date that the Executive incurs a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Release Deadline”), and the Executive’s continued compliance with the covenants set forth in Section 10, the Company shall pay to the Executive an amount equal to one hundred fifty percent (150%) of the Executive’s Annual Base Salary (the “Severance Amount”). The Severance Amount shall be paid to the Executive in equal installments for the eighteen (18) month period following the Executive’s Date of Termination in accordance with the Company’s regular payroll practices, as in effect on the Date of Termination; provided however that the timing of such payments may be impacted as contemplated and required to be in compliance with the provisions of Section 23 of this Agreement. In addition, during the eighteen (18) month period following the Executive’s Date of Termination, the Company will provide to the Executive the same health care benefit coverage being made available to similarly situated active Company employees (at no cost to the Executive in excess of the employee premium cost applicable to similarly situated active Company employees).

Description of Severance Benefits - The severance benefits to be paid to you if you timely sign and return this Letter Agreement are described in the “Description of Severance Benefits” attached as Attachment A (the “Severance Benefits”).

Description of Severance Benefits. For purposes of this Agreement, “Severance Benefits” are defined as:

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in [Section 4.8]), as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:

Termination without Cause or for Good Reason. Subject to the terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.10, if the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Company shall pay to Executive, as severance benefits, which amounts are in addition to the Compensation upon Termination set forth in SECTION 3.3 herein:

Description of Severance Benefits for All Participants. Upon a Qualifying Event, and if the Participant signs, delivers and does not revoke a Release in a form to the satisfaction of the Company in accordance with [Section 7.7] (Release and Waiver and Restrictive Covenants) within the period specified therein, the Participant shall be entitled to the following:

Description of Severance Benefits - The severance benefits to be paid to you if you timely sign and return this letter agreement are described in the “Description of Severance Benefits” attached as Attachment A (the “Severance Benefits”).

Severance Benefits. In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations hereunder and your Continuing Obligations: