PAYMENTS AND BENEFITS. In consideration for the Executive’s performance of consulting services described in Section 4 above during the Transition Period and his other obligations and releases provided pursuant to this Agreement, and subject to early termination pursuant to Sections 4 and 10 herein:

You will be entitled to receive all wages and accrued vacation pay due and owing to you through the Termination Date in accordance with applicable law (collectively, the “Accrued Benefits”).

Payments and Benefits. Subject to your compliance with your obligations under this Agreement and in consideration of the covenants set forth herein and the waiver and release set forth below, and provided that you do not revoke this Agreement in accordance with Section 15(i), the Company will provide you with the following payments and benefits:

Payments and Benefits. If, during the Term, the Employee either # experiences an involuntary Termination of Employment by the Company without Cause during the Post-Change in Control Period, or # voluntarily resigns effecting a Termination of Employment for Good Reason during the Post-Change in Control Period, or # voluntarily resigns effecting a Termination of Employment without Good Reason during the Post-Change in Control Window Period (each, a “Qualifying Termination of Employment”), then the Employee will be entitled to:

Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executive’s termination with the cost of the regular premium for such benefits shared in the same relative proportion by Company and Executive as in effect on the last day of employment (the “COBRA Payment”), until the earlier to occur of: # twelve (12) months following Executive’s termination date, or # the date Executive becomes eligible for medical benefits with another employer. Notwithstanding the foregoing, if Executive’s COBRA Payment would cause the applicable group health plan to be discriminatory and, therefore, result in adverse tax consequences to Executive, Company shall, in lieu of the COBRA Payment, provide Executive with an equivalent monthly cash payment, minus deduction of all amounts required to be deducted or withheld under applicable law, for any period of time Executive is eligible to receive the COBRA Payment. Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall have no obligation to provide Executive such coverage if Executive fails to elect COBRA benefits in a timely fashion.

If there is a Qualifying Termination and the Participant signs a Release within 45 days following the Qualifying Termination and does not revoke the Release as permitted by law, the Company will provide the following payments and benefits, subject to the terms of the Plan, on the 60th day following the Qualifying Termination:

Payments and Benefits. In exchange for the release and other promises made by Employee herein, the Company will provide the following benefits to Employee, which the parties agree fully satisfy the Company’s obligations to Employee in Employer’s offer letter to Employee

Payments and Benefits. In exchange for the release and other promises made by Employee herein, the Company will provide the following benefits to Employee. Employee acknowledges and agrees that he is not otherwise entitled to these or any other benefits, whether in the form of wages, commissions, bonuses, or any other benefit from the Company. All payments are subject to applicable taxes and other withholdings.

Payments and Benefits. In exchange for the release and other promises made by Employee herein, the Company will provide the following benefits to Employee. Employee acknowledges and agrees that she is not otherwise entitled to these or any other monies, whether in the form of wages, commissions, bonuses, or any other payment or benefit, from the Company.

Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act). On the 60th day following the Qualifying Termination, the Company will make the first payment under this paragraph equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of the Qualifying Termination, with the balance of the payments paid thereafter on the original schedule. In all cases, if the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, the Participant must immediately notify the Company of such event, and all payments and obligations under this paragraph will cease. Any insurance premiums that are paid by the Company will not include any amounts payable by the Participant under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Participant.