Severance Benefits. If you timely sign and return this Agreement, allow the releases set forth herein to become effective, and remain in compliance with all of your legal and contractual obligations to the Company, then in full satisfaction of the Company’s obligations under the Executive Severance Benefits Agreement between you and the Company dated December 30, 2009 (as amended by the Amendment No. 1 to the Executive Severance Benefits Agreement dated December 5, 2012 and the Amendment No. 2 to the Executive Severance Benefits Agreement dated January 1, 2018) (collectively, the “Executive Severance Benefits Agreement”), the Company will provide you with the following severance benefits:

Severance Benefits. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this Article 2.

Severance Benefits. Upon a Covered Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this Article 3.

Severance Benefits. Subject to the Executive’s execution of a release substantially in the form attached hereto as Exhibit B (the “Release”) and the Release becoming effective and irrevocable in accordance with its terms by no later than the 55th day immediately following the date that the Executive incurs a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Release Deadline”), and the Executive’s continued compliance with the covenants set forth in Section 10, the Company shall pay to the Executive an amount equal to one hundred fifty percent (150%) of the Executive’s Annual Base Salary (the “Severance Amount”). The Severance Amount shall be paid to the Executive in equal installments for the eighteen (18) month period following the Executive’s Date of Termination in accordance with the Company’s regular payroll practices, as in effect on the Date of Termination; provided however that the timing of such payments may be impacted as contemplated and required to be in compliance with the provisions of Section 23 of this Agreement. In addition, during the eighteen (18) month period following the Executive’s Date of Termination, the Company will provide to the Executive the same health care benefit coverage being made available to similarly situated active Company employees (at no cost to the Executive in excess of the employee premium cost applicable to similarly situated active Company employees).

In the event your employment with the Company is terminated for any reason, you will be entitled to all of your earned compensation and benefits or otherwise as required by law through the date of termination (the “Accrued Amounts”). For the avoidance of doubt, you shall not be entitled to any additional compensation or benefits (pursuant to this Agreement or otherwise) in the event your employment is terminated by the Company for Cause, due to your resignation without Good Reason, upon your death or upon your disability. If your employment terminates due to an Involuntary Termination (as defined below), you will be eligible to receive, without duplication, the additional compensation and benefits described in Section 6(a) and 6(b), as applicable.

In the event you are subject to an Involuntary Termination (as such term is defined in the Severance Agreement) within twelve months following, a Change in Control of the Company (as such term is defined in the Severance Agreement), you will be entitled to receive salary continuation, bonus payment, COBRA benefits, and accelerated vesting of your equity awards in accordance with the Severance Agreement, which will be supplied to you for execution upon your start date with the Company.

Severance Benefits. Subject to the terms and conditions herein, upon the Executive’s Qualifying Termination, the Executive shall receive the following benefits (the benefits provided in Section 2.1(a) and Section 2.1(b) being collectively referred to as the “Severance Benefits”):

Severance Benefits. If Executive’s employment terminates due to a Covered Termination after the date of execution of this Agreement, Executive shall receive:

Severance Benefits. In full satisfaction of any obligation to provide you with benefits for a Covered Termination under the terms of the Severance Benefit Plan, if you: # timely return this fully signed Agreement to the Company and allow it to become effective; # comply with your obligations hereunder; and # sign the Retirement Date Release attached hereto as Exhibit C on or within twenty-one (21) days after the Retirement Date and allow that release to become effective; then the Company will provide you with the following severance benefits (the “Severance Benefits”):

Severance Benefits. In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations hereunder and your Continuing Obligations: