Separation Benefits. In consideration for your signing this Agreement, you will receive # unless you terminate your employment prior to December 21, 2018, an amount equal to $75,316.00 representing your pro-rated annual discretionary bonus for the 2018 fiscal year, less applicable taxes and other authorized withholding, and # the benefits set forth in Paragraph 4 of the Amended and Restated Change in Control and Severance Agreement between you and the Company, dated October 14, 2015 (in lieu of the benefits set forth in Paragraph 3 of such agreement), in accordance with the terms of such agreement and the timing therein (the “Separation Benefits”), in each case provided that you execute and allow to become effective the General Release no earlier than the final date of your employment.

Separation Benefits. You shall be entitled to receive separation benefits upon termination of employment only as set forth in this Section 3; provided, however, that in the event you are entitled to any severance pay under a Company-sponsored severance pay plan, any such severance pay to which you are entitled under such severance pay plan shall reduce the amount of severance pay to which you are entitled pursuant to this Section 3. In all cases, upon termination of employment you will receive payment for all salary and unused vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Company’s then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination and in accordance with applicable law. In furtherance of, and not in limitation of the foregoing, but without duplication, during the period wherein which you shall be receiving Separation Payments in accordance with the provisions of Section 3(d) hereof (the “Severance Period”), then the Company shall, at its election, either # continue to pay for your health benefits under the Company’s sponsored health care program in which you were enrolled and eligible to receive benefits prior to your termination of employment, or # pay for your health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), in each case, for the Severance Period, when such premiums are due and owing.

In exchange for Employee’s promises set forth in this Agreement and compliance therewith, and contingent upon Employee’s valid execution of this Agreement, the Company will provide Employee with the separation benefits described in this Section 3 (collectively, “the Separation Benefits”).

Separation Benefits. You shall be entitled to receive separation benefits upon termination of employment only as set forth in this Section 3; provided, however, that in the event you are entitled to any severance pay under a Company-sponsored severance pay plan, any such severance pay to which you are entitled under such severance pay plan shall reduce the amount of severance pay to which you are entitled pursuant to this Section 3. In all cases, upon termination of employment you will receive payment for all salary and unused vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Company’s then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination and in accordance with applicable law. In furtherance of, and not in limitation of the foregoing, but without duplication, during the period wherein which you shall be receiving Separation Payments in accordance with the provisions of Section 3(d) hereof (the “Severance Period”), then the Company shall, at its election, either # continue to pay for your health benefits under the Company’s sponsored health care program in which you were enrolled and eligible to receive benefits prior to your termination of employment, or # pay for your health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), in each case, for the Severance Period, when such premiums are due and owing.

Separation Benefits. Provided that you timely sign (and do not timely revoke) this Agreement, and you otherwise satisfy your obligations as set forth in this Agreement, the Company will provide you with the following benefits (the “Separation Benefits”):

Separation Benefits. Although the Company is not required to provide you any separation benefits, if you timely sign this Agreement, allow the releases set forth herein to become effective and comply with your obligations under this Agreement, then the Company will provide you with the following benefits (the “Separation Benefits”):

Separation Benefits. In consideration for the promises made by Employee, the Company agrees to provide the benefits described in the Employee’s Employment Agreement and the following which the Employee is not otherwise entitled (the “Separation Benefits”):

Separation Benefits. In consideration of this Agreement, if Employee signs this Agreement within the 14-day consideration period described in Section 16 below, and provided that Employee does not breach this Agreement, the Company shall provide the following separation benefits:

Separation Benefits. Provided that you timely sign (and do not timely revoke) this Agreement, and you otherwise satisfy your obligations as set forth in this Agreement:

Provided that Executive complies with all terms and conditions set forth herein, pursuant to the terms of the Company’s Executive Officer Pay Continuation Policy (the “Policy”), the Company shall continue to pay Executive his salary (as it was on March 1, 2020) pursuant to the Company’s currently established pay schedule for a period of six (6) months from its most recent pay date (May 8, 2020). Each such payment shall be less all customary and required withholdings and deductions. In the event Executive secures alternative employment prior to the end of the 6-month period, the Company may, at its sole option, pay any remaining amount in a lump sum to Executive. Executive agrees to provide immediate notice to the Company in writing upon securing such new employment. Except as otherwise Executive Initials JAA