If Mr. Lindroth's employment is terminated by the Company without Cause or if he resigns for Good Reason, and such termination is not in Connection with a Change of Control, then Mr. Lindroth will receive: (i) continued payment of his Base Salary (subject to applicable tax withholdings) for twelve (12) months; (ii) the actual earned cash incentive, if any, payable to Mr. Lindroth for the current year, pro-rated to the date of termination (as determined by the Company's Compensation Committee in good faith), and (iii) reimbursement for premiums paid for continued health benefits for Mr. Lindroth (and any eligible dependents) under the Company's health plans until the earlier of twelve (12) months or the date upon which Mr. Lindroth and his eligible dependents become covered under similar plans; provided, however, that if Mr. Lindroth resigns for Good Reason under subsection (iii)(A) of the definition of Good Reason, then the continued payment of the Base Salary component of his severance shall be for a period of only six (6) months. Good Reason, as defined in subsection (iii)(A) of Mr. Lindroth's second amended employment agreement, means a material change in geographic location at which Mr. Lindroth must perform services to the Company for more than an average of three (3) full working days per week (that is, the requirement that Mr. Lindroth perform services for more than an average of three full working days per week at a facility or location that is more than thirty-five (35) miles from his current residence). Good Reason, as defined in subsection (iii)(B) of Mr. Lindroth's second amended employment agreement, means a material change in geographic location of Mr. Lindroth's principal office (that is, the relocation of Mr. Lindroth to a facility or location that is more than thirty-five (35) miles from either the Company's Solana Beach, California office or his current residence).