Severance Payment. In exchange for the terms of this Agreement, Employee shall receive a severance payment in the amount of ​. This total severance amount shall be paid to Employee in installments of ​ for each of the first five months and ​ for each of the next thirteen months pursuant to the Company’s regular payroll dates and procedures during the period between the effective date of the Separation Agreement and ​. Said payments will commence no later than 60 days after the Separation Date provided that Employee has signed and not rescinded this Agreement.

Severance Allowance. Provided the Employee timely executes, returns, and does not revoke this Agreement and continues to provide services to the Company up to and including the Termination Date (also referred to in this Agreement as a “Separation Date”), the Company shall provide the following consideration:

Severance Payments.

3.01. Subject to [Sections 6.04 and 6.05]5] hereof, the Company shall pay Executive the amounts, and provide the benefits, described in this Article 3 (the "Severance Payments") upon the termination of Executive's employment with the Company, unless such termination is by the Company for Cause, by reason of death or Permanent Disability of Executive, or by Executive without Good Reason.

3.02. In lieu of any further salary payments or bonuses to Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to Executive (except as provided for in the Company’s Long Term Incentive Plan), the Company shall pay to Executive # two times Executive’s Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based, # an amount equal to Executive’s target Non-Plan Award for the calendar year in which his employment terminates, multiplied by a fraction (the “Applicable Fraction”), the numerator of which is the number of days in such calendar year Executive was an employee of the Company, and the denominator of which is 365, and # an amount equal to the payment, if any, that Executive would have been paid in respect of his Plan Award for the calendar year in which his employment terminates had Executive been employed by the Company for the entire calendar year, multiplied by the Applicable Fraction; provided, however, that the amount payable to Executive under clauses (B) and (C) of this sentence shall not exceed, in the aggregate, the Applicable Fraction multiplied by the maximum aggregate annual incentive award that could have been payable to him for the year in which his employment terminates had he been employed by the Company for the entire calendar year. Subject to the provisions of [Sections 6.04 and 6.05]5], the amount set forth in clause (A) of the immediately preceding sentence shall be payable in advance in 8 equal quarterly installments commencing with the Date of Termination and on each succeeding 90th day thereafter, subject to [Section 21(a)]; the amount set forth in clause (B) of the immediately preceding sentence shall be payable in accordance with [Section 21(a)]; and the amount set forth in clause (C) of the immediately preceding sentence shall be payable, if at all, on the later of the date six months after the date of Executive’s separation from service and the date when similar annual incentive awards under the Company’s Key Executive Incentive Bonus Plan, or if not then in effect, granted under any similar plan, (the “Plan) are paid to the other senior executives of the Company who have remained in its employ throughout such calendar year. For purposes of the foregoing, “Plan Award” shall mean that portion of Executive’s annual cash performance based incentive award opportunity, if any, granted under the Plan, that can be earned based on the achievement of Company performance goals, and “Non-Plan Award” shall mean that portion of Executive’s annual cash performance based incentive award opportunity, if any, that can be earned based on Executive’s achievement of individual performance goals (other than, for the avoidance of doubt, under the Company Long Term Incentive Plan) for the calendar year in which his employment terminates. Notwithstanding the foregoing, if Executive’s employment terminates in a termination described in this [Section 3.01] during a calendar year before the terms of annual award opportunities for such year shall have been established under the Plan or any other annual incentive program for the year of termination, then for purposes of this [Section 3.02] # his target Non-Plan Award for such year of termination shall be deemed to be his target Non-Plan Award for the immediately preceding calendar year, and # his Plan Award for such year of termination shall be determined by assuming the same dollar pay-out opportunities (expressed as a percentage of his then salary) as Executive had under his Plan Award for the immediately preceding calendar year, but with performance based on the Company performance goals established under the Plan for the year of termination.

3.03. In addition to the amounts described in [Section 3.02] above, Executive shall be entitled to receive:

# until 18 months from the Date of Termination, Executive (and, to the extent applicable, Executive's dependents) shall continue to be covered, at the Company's expense, under the Company's medical, dental and hospitalization insurance plans and until 12 months from the Date of Termination, Executive shall continue to be covered, at the Company's expense, under the Company's group life and accidental death and dismemberment insurance plans; provided that if Executive is provided with comparable coverage by a successor employer any such coverage by the Company shall cease;

# all payments to which Executive has vested rights as of the Date of Termination under any employee benefit, disability, insurance and similar plans which provide for payments beyond the period of employment; and

# all unpaid amounts, as of the Date of Termination, in respect of any bonus for any calendar year ending before the calendar year in which the Date of Termination occurs, which would have been payable had Executive remained in the Company's employ until such bonus would have been paid.

Severance Pay. Notwithstanding any provision in the Plan to the contrary, Severance Pay shall be reduced by the amount of any other severance payments, whether under any severance plan or offer letter or other individual agreement, made by an Employer.

Termination without Cause and not in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control, then, subject to [Section 4], Executive will receive the following severance benefits from the Company:

Severance Payment. Executive will receive continuing payments of severance for a period of six (6) months (such number of months, the “Standard Severance Period”) from the date of such termination of employment at a rate equal to Executive’s base salary as in effect immediately prior to the date of Executive’s termination of employment (disregarding any reduction in base salary that triggers the right

Severance Payment. Executive will receive continuing payments of severance for a period of twelve (12) months (such number of months, the

Severance Payment. The Company will pay you, as severance, an amount equivalent to twelve (12) months of your current base salary (in the total amount of $559,084), subject to standard payroll deductions and withholdings (the “Severance Payment”). The Severance Payment will be paid to you as a continuation on the Company’s regular payroll beginning after the Effective Date (as defined below); and

Severance Period. The term “Severance Period” means 12 months.

Severance Payment. If Executive’s employment is terminated by the Company without Cause (as defined in Section 7.1 above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in Section 7.3 above) within thirty (30) days prior to or twelve (12) months after a Change of Control (as that term is defined below), Executive shall be entitled to receive the Severance Payment described in Section 7.2 above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll date following the effectiveness of the binding release as set forth in Section 7.2 above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in Section 7.2 would span two (2) calendar years, then, subject further to Section 7.6(a), such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.