Each of the Letter Agreements provides for the following severance benefits: in the event that the individual's employment is terminated for reasons not related to a change of control of the Company (a) by the Company without cause, or (b) by the individual for good reason, the Company will enter into a severance agreement with that individual which will include the following: (i) waiver and release, (ii) a cash severance payment equal to his total annual cash compensation target (including base salary and the then effective Target Annual Bonus), (iii) the exercise period for the vested and unexercised portion of all stock options held by him shall be twelve months following the date of termination, unless earlier terminated as provided by the Company's 2000 Equity Incentive Plan, as amended, or the agreement grant ing such options, and (iv) the Company shall pay all applicable COBRA payments for the individual and his family until the earlier of the first anniversary of the termination date and the date the individual becomes eligible for comparable benefits with another employer. The Company will make adjustments to the terms of the Letter Agreements, as necessary and to the extent practicable, so that the terms will not be deemed deferred compensation taxable under Section 409A of the Internal Revenue Code of 1986, as amended.