No Effect on Severance Payments. The Executive’s Base Salary shall be deemed to be his base salary for the purposes of the calculation of any Severance Payment payable to the Executive pursuant to Paragraph 4 of the Agreement or any termination payment payable to the Executive pursuant to Paragraph 4 of the Agreement; that is, any such calculation shall be made without regard to the salary reduction as provided in the First Amendment and the Base Salary as defined herein shall apply.

No Effect on Severance Payments. Notwithstanding the foregoing, the Executive’s Original Base Salary (or such higher base salary as may be in effect from time to time pursuant to action of the Board) shall be deemed to be his base salary for the purposes of the calculation of any Severance Payment payable to the Executive pursuant to Paragraph 4 of the Agreement or any termination payment payable to the Executive pursuant to Paragraph 4 of the Agreement; that is, any such calculation shall be made without regard to the salary reduction set forth in Section 1 of this Amendment and the Original Base Salary as defined herein shall apply.

Severance Payments. If the Company fails to make severance payments to the Executive that are required under Section 4(e) and Section 5 above, then the provisions of Sections 6(b) and 6(c) above shall automatically terminate and shall no longer be binding upon the Executive after the date that the Company fails to make any severance payments required under Section 4(e) and Section 5 above. Nothing in this Section 6(i) shall be deemed to limit the Executive's remedies at law or equity for any breach by the Company of its obligation to make severance payments pursuant to Section 4(e) and Section 5 above.

Severance Payments. In the event of any termination of Employee’s employment pursuant to Section 3(b) or Section 3(c) above, the Company will pay Employee, in addition to Final Compensation, # the Base Salary for the period of twelve (12) months from the date of termination, provided, however, that if such termination occurs within twelve (12) months following the Start Date (a “Year One Termination”), the Company will instead pay Employee, in addition to Final Compensation, the Base Salary for a period of six (6) months from the date of termination, unless such Year One Termination occurs following a Change of Control, in which case the Company will instead pay employee the Base Salary for a period of twelve (12) months from the date of such post-Change of Control termination; # one times the Target Bonus, or 0.5 times the Target Bonus in the event of a Year One Termination unless such Year One Termination occurs following a Change of Control, in which case the Company will instead pay employee one times the Target Bonus; in either case (i) or (ii), payable in equal installments during the period of Base Salary continuation under clause (i). Provided Employee timely elects continuation coverage for Employee and Employee’s eligible dependents under the federal law known as "COBRA" or similar state law, the Company will pay the monthly amount that equals the portion of the monthly health premiums paid by the Company on Employee’s behalf and that of Employee’s eligible dependents immediately preceding the date that Employee’s employment terminates until the earlier of # the last day of the period of Base Salary continuation under clause (i) and (B) the date that Employee and Employee’s eligible dependents become ineligible for COBRA coverage to the extent permissible by law and plan terms. The severance payments described in [clauses (i) through (ii) above] are referred to as the "Severance Payments". In the event a Change of Control occurs following the Start Date, and any options to purchase Stock or shares of restricted Stock held by Employee are assumed or substituted in such Change of Control, all such assumed or substituted options and restricted shares that remain outstanding and are not fully vested at the time of any subsequent termination of Employee’s employment pursuant to Section 3(b) or Section 3(c) shall immediately accelerate and vest in full upon such termination (the “Equity Acceleration”).

No Effect on Severance Payments. Notwithstanding the foregoing, the Executive’s Original Base Salary (or such higher base salary as may be in effect from time to time pursuant to action of the Board) shall be deemed to be his base salary for the purposes of the calculation of any Severance Payment payable to the Executive pursuant to Paragraph 4 of the Agreement or any termination payment payable to the Executive pursuant to Paragraph 4 of the Agreement; that is, any such calculation shall be made without regard to the salary reduction set forth in Section 1 of this Amendment and the Original Base Salary as defined herein shall apply.

No Effect on Severance and Other Benefits. This Agreement shall not affect Employee’s eligibility or entitlement to receive any benefits payable to Employee under another severance or change of control plan, policy or agreement with the Company.

Commencing on the first payroll date on or immediately following the 60th day following the Date of Termination and continuing for a period of 1 year, and subject to Sections 7 and 10 of this Agreement the Corporation shall pay to Executive, in equal installments over the course of the applicable payment period, an amount equal to the product of # Executive’s monthly premium for health, vision and dental insurance continuation coverage for Executive and Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985, based on the monthly premium rate for such coverage in effect on the Date of Termination, multiplied by # 12 months. The installment payments will be made to Executive in accordance with the Corporation’s customary payroll practices.

Severance Payments. In the event of any termination of Employee’s employment pursuant to Section 3(b) or Section 3(c) above, the Company will pay Employee, in addition to Final Compensation, # the Base Salary for the period of twelve (12) months from the date of termination, provided, however, that if such termination occurs within the thirty (30) days prior to, or within eighteen (18) months following, a Change of Control (a “CIC Termination”) the Company will instead pay you, in addition to Final Compensation, the Base Salary for the period of eighteen (18) months from the date of such CIC Termination; # one times the Target Bonus, payable in equal installments during the period of Base Salary continuation under clause (i); and # provided you timely elect continuation coverage for yourself and your eligible dependents under the federal law known as “COBRA” or similar state law, a monthly amount that equals the portion of the monthly health premiums paid by the Company on your behalf and that of your eligible dependents immediately preceding the date that your employment terminates until the earlier of # the last day of the period of Base Salary continuation under clause (i) and (B) the date that you and your eligible dependents become ineligible for COBRA coverage pursuant to applicable law or plan terms. The severance payments described in [clauses (i) through (iii) above] are referred to as the "Severance Payments". In the event a Change of Control occurs following the COO Start Date, and any options to purchase Stock or shares of restricted Stock held by Employee are assumed or substituted in such Change of Control, all such assumed or substituted options and restricted shares that remain outstanding and are not fully vested at the time of any subsequent termination of your employment pursuant to Section 3(b) or Section 3(c) shall immediately accelerate and vest in full upon such termination and the options will remain exercisable until the earlier of the first anniversary of the date of your employment termination (or three (3) months following the date of your employment termination in the case of any incentive stock options) and the last day of the option term (the “Equity Acceleration”).

Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason. If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason. If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i), as a result of Disability pursuant to Section 3(a)(ii), for Cause pursuant to Section 3(a)(iii) or for Executive’s resignation from the Company without Good Reason pursuant to Section 3(a)(iv), then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).