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In the event you are terminated by the Company without Cause or resign for Good Reason (as defined below), # you shall be entitled to (1) (a) if such termination occurs in the first twelve (12) months of your employment, a guaranty of your base salary for such period (payable in equal installments over the remaining portion of such twelve (12) month period) plus a cash severance payment equivalent to twelve (12) months of base salary (payable in equal installments over a twelve (12) month period) and # if such termination occurs after the first twelve (12) months of your employment, a cash severance payment equivalent to twelve (12) months (payable in equal installments over a twelve (12) month period), # a prorated Annual Bonus for the year of termination (based on performance of the Company for the full year in

InSubject to the event you areprovisions of Involuntary Termination; Termination for Good Reason, if either your employment is terminated by the Company without Causeother than for Cause, or resignyou voluntarily terminate your employment with the Company for Good Reason (as defined below),Reason, in either case, then, as a severance benefit, the Company shall continue to pay you an amount equal to one-twelfth (1/12th) of your Base Salary for, without duplication, the following time period: # you shall be entitledthree (3) months, if and to (1) (a) if such termination occurs in the firstextent that your employment is terminated within twelve (12) months offollowing the Effective Date; or # six (6) months, if and to the extent that your employment, a guaranty of your base salary for such period (payable in equal installments over the remaining portion of such twelve (12) month period) plus a cash severance payment equivalent toemployment is terminated more than twelve (12) months of base salary (payable in equal installments over a twelve (12) month period) and # if such termination occurs afterfollowing the first twelve (12) months of your employment, a cash severance payment equivalent to twelve (12) months (payable in equal installments over a twelve (12) month period), # a prorated Annual Bonus for the year of termination (based on performance of the Company for the full year inEffective Date.

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