Monies and Benefits to The Executive. Upon termination without Good Cause, the Executive shall be entitled to receive: # earned and unpaid Base Salary, unreimbursed business expenses due under [Section 3.6] and any other benefits due under [Section 3.3] or otherwise through the date of such termination, and subject to his execution of a release of claims as described in [Section 4.7], # one (1) times the aggregate of # the Base Salary plus # the Incentive Compensation at the Target Rate in effect as of the date of such termination, # any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of such termination; provided, however, the Executive shall not receive any portion of the Incentive Compensation under this [Section 4.3.1(iii)] unless the Board determines that the Executive would have been entitled to receive any Incentive Compensation for the fiscal year in which such termination occurred in accordance with [Section 3.2], # continuation of the medical and dental benefits described in [Section 3.3] under which the Executive is participating as of the date of such termination for a period of twelve (12) months from the date of such termination; provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active employee of Company for such period (if the Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer–provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period), and # payment of outplacement services from a professional third party selected by the Company for the Executive for a period of twelve (12) months from the date of such termination; provided, however, the aggregate amount of such payments shall not exceed ​. Notwithstanding anything in this [Section 4], however, the Company shall not be required to commence or continue any payment of monies or benefits other than those described in [Section 4.3.1(i)] above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Agreement.

Executive Benefits. Executive shall be eligible to participate in all Executive benefit plans, policies, programs, or perquisites in which other ​ executive or officers participate, including future benefit plans and the ​ Stock Option program. The terms and conditions of Executive's participation in ​’s Executive benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.

Payment of Monies and Benefits. The payments described in [Section 4.3.1(i)] shall be paid to the Executive in a lump sum on the Company’s next regular payday after the date of such termination and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. Any payment described in [Section 4.3.1(ii)] shall be paid to the Executive in twenty-six (26) equal installments on the Company’s regular bi-weekly paydays, commencing on the first regular payday that occurs eight (8) or more days after the Executive returns an executed copy of any release of claims provided by the Company, and continuing until fully paid, and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. For purposes of [Section 409A], the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Any payment described in [Section 4.3.1(iii)] shall be payable in a lump sum on or before April 1 following the end of the fiscal year in which such termination occurred and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. Any benefits described in [Section 4.3.1(iv)] shall be provided in accordance with the terms of the applicable plans and in compliance with COBRA regulations. The payment described in [Section 4.3.1(v)] shall be paid directly to the entity providing outplacement services to the Executive within ten (10) days of receipt of an invoice or statement from that entity.

Other Payments and Benefits to Executive. Executive will receive and remain entitled to those payments and benefits enumerated in the ​ correspondence and Summary of Benefits from Andrew R. Carlin to Executive, a copy of which is attached hereto as [Exhibit A].

the Seller shall be deemed to hold all such Acquired Assets, and any monies, goods or other benefits received thereunder, on trust for the Buyer; and

obligations for monies due to Executive by reason of his employment with Company and which constitute valuable consideration for Executive's release of claims and other promises herein.

In exchange for the payments and benefits promised to Executive in this Agreement, Executive agrees as follows:

​ hereby employs Executive as a Managerial Employee. Executive’s employment is at will. As an at-will Employee, the Executive has the right to voluntarily terminate his/her employment at any time, and with or without advance notice, subject to the terms and conditions herein in this Agreement. ​ also has the option to involuntarily terminate the Executive’s employment at any time, with or without cause, and with or without advance notice, subject to the terms and conditions herein in this Agreement.

You will no longer be listed as an executive officer of the Company.

Executive Participants. Executive Participants shall receive Severance Pay in accordance with the formula specified in [Schedule A].