Termination for Good Reason or Without Cause. Except as provided in Section 5(c) below, if Executive terminates his employment with the Company for Good Reason (as defined below), or if the Company terminates Executive’s employment with the Company without Cause (as defined below), then the Company will pay to Executive severance payments of his then Base Salary and minimum (20%) annual bonus for eighteen (18) months following such termination. Such severance pay and bonus shall be paid at the same time such Base Salary and annual bonus would have been paid to Executive in accordance with its customary pay schedule had his employment not been terminated. In addition, the Company shall be required to pay Executive any salary, bonus, benefits, and vacation time that Executive has earned on and through the date of such termination.

Termination for Cause or Without Good Reason. If there is a Covered Termination for Cause under the circumstances described in clause (i)(B) of the definition of Cause, or due to the Executive’s voluntarily terminating the Executive’s employment other than for Good Reason, then the Executive shall be entitled to receive only Accrued Benefits. If there is a Covered Termination for Cause under the circumstances described in any of clauses (i)(A), (i)(C), (i)(D) or (i)(E) of the definition of Cause, then the Executive shall not be entitled to receive Accrued Benefits or any other payment or benefit under this Agreement, and shall only be entitled to receive payments or benefits to which the Executive is entitled under applicable law.

Termination For Cause or Without Good Reason. If your employment should be terminated by the Company for Cause (as defined on the Attachment) or by you without Good Reason, you will be entitled to only the Accrued Amounts.

Termination Without Cause or for Good Reason. Notwithstanding the foregoing, if Grantee’s employment with the Company or an Affiliate is involuntarily terminated without Cause or Grantee voluntarily terminates Grantee’s employment for Good Reason, Grantee shall not be subject to the restrictions on non-competition set forth in Section 6(c) of this Agreement; provided, however, that Grantee is not in breach of any other terms and conditions of this Agreement. The restrictions related to non-disclosure of confidential information and return of property in Section 6(a) and non-solicitation contained in Section 6(b) shall remain in full force and effect regardless of the manner of termination of Grantee’s employment.

Termination Without Good Reason or For Cause. If Executive terminates his employment with the Company without Good Reason, or if the Company terminates Executive’s employment for Cause, then Executive shall receive any salary, bonus, benefits, and vacation time that Executive has earned on and through the date of such termination but shall not be entitled to receive any severance payment. If Executive’s employment is suspended pending the final determination of Cause pursuant to Section 5(f), such suspension shall be with pay.

Termination Without Cause or for Good Reason. Should your employment be # terminated by the Company without “Cause” or through your resignation for “Good Reason”, both as defined below; and # the Company does not consent at your written request to waive any of the post-employment restrictions contained in [Section 2(a)] above, and # you execute and deliver to Company an irrevocable Separation Agreement and Release, within 60 days after your termination of employment (and any payment that constitutes non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended and any regulations thereunder (the “Code”) that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period), in a form acceptable to the Company, the Company will # continue to pay your then-current base salary (“Ending Base Salary”), less all applicable deductions, according to the company’s normal payroll practices for the twelve (12) months immediately following your last date of employment (“Termination Date”) (collectively, the “Salary Continuation Payments”); # pay you an amount equal to your actual annual bonus, if achieved (based on you and the Company achieving the performance metrics set by the Company’s Compensation Committee) for the fiscal year immediately prior to the fiscal year that includes the Termination Date, but only to the extent you remain continuously employed through the end of the prior fiscal year and such prior fiscal year bonus has not yet been paid as of the Termination Date, and # pay you an amount equal to your target annual bonus, more specifically 75% of your annual base salary, payable in equal installments concurrent with your Salary Continuation Payments; and # reimburse you for out-of-pocket COBRA payments paid by you to continue your group health benefits for such twelve-month period, provided you submit relevant supporting documentation to the company evidencing such payments. For purposes of clarity, the bonus payment(s) cited in this paragraph shall be in lieu of and replace any annual bonus payment or portion thereof that might otherwise be payable to you. Notwithstanding anything herein to the contrary, however, your right to receive the foregoing payments shall terminate effective immediately and be of no force and effect upon the date that you become employed or are retained by another entity as an employee, consultant or otherwise, with or without compensation (“New Employment”); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the period of your Salary Continuation Payments (“Severance Period”) whether or not paid during the Severance Period (“New Compensation”), is less than your Ending Base Salary, the Company will continue to pay you, in accordance with the regular payroll practices of the Company, an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis. In addition, your right to receive the COBRA reimbursements shall cease immediately upon your being eligible for coverage under another group health plan. You shall immediately notify the Chief Administration Officer of the Company upon obtaining New Employment and provide all information regarding compensation and medical coverage reasonably requested by the Company. If you fail to so notify the Chief Administrative Officer, # you will forfeit your right to receive the payments described above (to the extent the payments were not theretofore paid) and # the company shall be entitled to recover any payments already made to you or on your behalf.

Other than as set forth in Section 3 below, if the Employee’s employment with the Company is terminated by the Company without Cause or due to the Employee’s Disability, or by the Employee for Good Reason, then the Company shall:

In the event of a Termination without Cause or Resignation for Good Reason (a “Qualifying Termination”), Executive shall be entitled to 30 days’ notice, following which Executive shall receive the Accrued Rights and, subject to # Executive’s continued compliance with the provisions of Sections 10, 11, 12 and 13 hereof, and # in the case of a Qualifying Termination which occurs prior to a Change in Control (a “Non-CIC Qualifying Termination”), Executive’s execution and non-revocation of a release of claims substantially in the form attached hereto as Annex A, with such changes as may be required by changes in applicable law (a “Release”) pursuant to [Section 5(d)(4)], the following:

Termination Without Cause or for Good Reason. In the event that the Corporation terminates your employment without cause or you terminate your employment for Good Reason (as defined below), you will be entitled to receive a severance payment in an amount equal to six (6) months of your annual base salary as of the date of termination plus payment by the Corporation of your COBRA premiums for up to six (6) months provided you elect continuation of coverage under COBRA and you are not eligible for health coverage under another employer’s plan. The Corporation reserves the right to provide you with a cash equivalent of the cost of such COBRA premiums in lieu of making the premium payments. The severance payment will be made over a six (6) month period, with payments made in equal installments in accordance with the Corporation’s usual pay periods.

Termination for Cause or Without Good Reason. If there is a Covered Termination for Cause under the circumstances described in clause (i)(B) of the definition of Cause, or due to the Executive’s voluntarily terminating the Executive’s employment other than for Good Reason, then the Executive shall be entitled to receive only Accrued Benefits. If there is a Covered Termination for Cause under the circumstances described in any of clauses (i)(A), (i)(C), (i)(D) or (i)(E) of the definition of Cause, then the Executive shall not be entitled to receive Accrued Benefits or any other payment or benefit under this Agreement, and shall only be entitled to receive payments or benefits to which the Executive is entitled under applicable law.