Common use of Compensation Following Termination Prior to the End of the Term Clause in Contracts

Compensation Following Termination Prior to the End of the Term. In the event that ▇▇. ▇▇▇▇▇▇▇' employment hereunder is terminated prior to the expiration of the Term, ▇▇. ▇▇▇▇▇▇▇ will be entitled only to the following compensation and benefits under this Agreement upon such termination (together with such other provisions that may be set forth in the Stock Option Agreement): (a) In the event that ▇▇. ▇▇▇▇▇▇▇' employment hereunder is terminated prior to the expiration of the Term by reason of ▇▇. ▇▇▇▇▇▇▇' death or Total Disability, pursuant to Section 4(a) or 4(b), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇ (or ▇▇. ▇▇▇▇▇▇▇' estate, as the case may be), to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Code Section 409A: (1) any accrued but unpaid Base Salary for services rendered before the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); (4) any vacation accrued and unused to the date of termination; and (5) payment of a pro rata (based on the number of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' employment terminated, payable as and when such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued based on actual performance achieved for the fiscal year. In addition, for a period of six (6) months, beginning on the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment by reason of death or Total Disability, the Company will, at its expense, provide medical and group health insurance benefits to ▇▇. ▇▇▇▇▇▇▇ and his dependents (or just his dependents, as the case may be), which benefits shall be substantially as favorable to ▇▇. ▇▇▇▇▇▇▇ or his dependents as those provided to him and his dependents immediately preceding the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇▇ co-payments or other obligations to pay for such benefits shall be substantially the same as applied at the time of his termination of employment, and provided further that this benefit shall be limited to the amount that can be paid or provided by the Company without such benefit being deemed discriminatory under applicable law such that it would result in material penalties to the Company. (b) In the event that ▇▇. ▇▇▇▇▇▇▇' employment hereunder is terminated prior to the expiration of the Term by the Company for Cause pursuant to Section 4(c) or by ▇▇. ▇▇▇▇▇▇▇ without Good Reason pursuant to Section 4(e), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code; (1) any accrued but unpaid Base Salary for services rendered before the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); and (4) any vacation accrued and unused to the date of termination. (c) In the event that ▇▇. ▇▇▇▇▇▇▇' employment hereunder is terminated prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d), or by ▇▇. ▇▇▇▇▇▇▇ with Good Reason pursuant to Section 4(e), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code: (1) any accrued but unpaid Base Salary for services rendered before the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); (4) any vacation accrued and unused to the date of termination; (5) payment of a pro rata (based on the number of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' employment terminated, payable as and when such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued based on actual performance achieved for the fiscal year; and (6) payment of a lump sum severance payment equal to the “Severance Amount.” The “Severance Amount” shall be an amount equal to the greater of $1,000,000 or 100% of “Annualized Pay.” For this purpose, “Annualized Pay” will be calculated in accordance with the following table: For Termination During Fiscal Year Annualized Pay 2017 N/A (therefore Severance Amount will be $1,000,000) 2018 Annualized salary from July 1, 2016 through month before termination, plus Performance Bonus paid for fiscal 2017 2019 Annualized salary from July 1, 2016 through month before termination, plus annual average of Performance Bonuses paid for fiscal 2017 and fiscal 2018 2020 Annualized salary for the latest 36 months through the month before termination, plus annual average of Performance Bonuses paid for fiscal 2017, fiscal 2018 and fiscal 2019 Salary and Performance Bonuses refer to compensation actually paid by A-▇▇▇▇ to ▇▇. ▇▇▇▇▇▇▇, except that any Performance Bonus payable under clause (2) above for a completed fiscal year will be treated as paid. (d) The benefits to which ▇▇. ▇▇▇▇▇▇▇ may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 3(e) will be determined and paid in accordance with the terms of those plans, policies and arrangements. (e) Except as may be provided under this Agreement, under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to ▇▇. ▇▇▇▇▇▇▇ at the time of termination of ▇▇. ▇▇▇▇▇▇▇' employment prior to the end of the Term, ▇▇. ▇▇▇▇▇▇▇ will not be entitled to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to any future period after the termination of his employment.

Compensation Following Termination Prior to the End of the Term. In the event that ▇▇. ▇▇▇▇▇▇▇' '▇ employment hereunder is terminated prior to the expiration of the Term, ▇▇. ▇▇▇▇▇▇▇ will be entitled only to the following compensation and benefits under this Agreement upon such termination (together with such other provisions that may be set forth in the Stock Option Agreement):termination: (a) In the event that ▇▇. ▇▇▇▇▇▇▇' '▇ employment hereunder is terminated prior to the expiration of the Term by reason of ▇▇. ▇▇▇▇▇▇▇' '▇ death or Total Disability, pursuant to Section 4(a) or 4(b), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇ (or ▇▇. ▇▇▇▇▇▇▇' '▇ estate, as the case may be), to be paid as soon as practicable following the date of such termination, but subject to delay in no event prior payment to the time such payment would not be subject extent necessary to avoid tax penalties under Code Section 409A: (1) any accrued but unpaid Base Salary for services rendered before to the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' '▇ employment, the Performance Bonus, if any, in respect of such completed fiscal year payable as and when such bonus or Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' '▇ employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); (4) any vacation accrued and unused to the date of terminationoftermination; and (5) payment of a pro rata (based on the number of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' '▇ employment terminated, payable as and when such bonus bonuses would have been paid had ▇▇. ▇▇▇▇▇▇▇' '▇ employment continued based on actual performance achieved for the fiscal year. In additioncontinued, for a period of six (6) months, beginning on the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment by reason of death or Total Disability, the Company will, at its expense, provide medical and group health insurance benefits subject to ▇▇. ▇▇▇▇▇▇▇ and his dependents (or just his dependents, as the case may beSection 5(g), which benefits shall be substantially as favorable to ▇▇. ▇▇▇▇▇▇▇ or his dependents as those provided to him and his dependents immediately preceding the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇▇ co-payments or other obligations to pay for such benefits shall be substantially the same as applied at the time of his termination of employment, and provided further that this benefit shall be limited to the amount that can be paid or provided by the Company without such benefit being deemed discriminatory under applicable law such that it would result in material penalties to the Company. (b) In the event that ▇▇. ▇▇▇▇▇▇▇' '▇ employment hereunder is terminated prior to the expiration of the Term by the Company for Cause pursuant to Section 4(c) or by ▇▇. ▇▇▇▇▇▇▇ without Good Reason pursuant to Section 4(e), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but subject to delay in no event prior payment to the time such payment would not be subject extent necessary to avoid tax penalties under Section 409A of the Code; (1) any accrued but unpaid Base Salary for services rendered before to the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' '▇ employment, the Performance Bonus, if any, in respect of such completed fiscal year, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' '▇ employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); and (4) any vacation accrued and unused to the date of termination. (c) In the event that ▇▇. ▇▇▇▇▇▇▇' '▇ employment hereunder is terminated prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d), or by ▇▇. ▇▇▇▇▇▇▇ with Good Reason pursuant to Section 4(e), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but subject to delay in no event prior payment to the time such payment would not be subject extent necessary to avoid tax penalties under Section 409A of the Code: (1) any accrued but unpaid Base Salary for services rendered before to the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' '▇ employment, the Performance Bonus, if any, in respect of such completed fiscal year, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' '▇ employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); ; (4) any vacation accrued and unused to the date of terminationoftermination; (5) payment of a pro rata (based on the number of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' '▇ employment terminated, payable as and when such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' '▇ employment continued based on actual performance achieved for the fiscal yearcontinued, subject to Section 5(h); and (6) payment of a lump sum severance payment equal to pro rata (based on the “Severance Amount.” The “Severance Amount” shall be an amount equal to the greater number of $1,000,000 or 100% of “Annualized Pay.” For this purpose, “Annualized Pay” will be calculated in accordance with the following table: For Termination During Fiscal Year Annualized Pay 2017 N/A (therefore Severance Amount will be $1,000,000) 2018 Annualized salary from July 1, 2016 through month before termination, plus Performance Bonus paid for fiscal 2017 2019 Annualized salary from July 1, 2016 through month before termination, plus annual average of Performance Bonuses paid for fiscal 2017 and fiscal 2018 2020 Annualized salary for the latest 36 months through the month before termination, plus annual average of Performance Bonuses paid for fiscal 2017, fiscal 2018 and fiscal 2019 Salary and Performance Bonuses refer to compensation actually paid by A-▇▇▇▇ to that ▇▇. ▇▇▇▇▇▇▇▇ was employed) portion of the Completion Bonus, except that any Performance Bonus payable under clause (2) above for in a completed fiscal year will be treated as paidlump sum within 30 days after such termination. (d) The benefits to which ▇▇. ▇▇▇▇▇▇▇ may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 3(e) will be determined and paid in accordance with the terms of those plans, policies and arrangements. (e) Except as may be provided under this Agreement, Agreement under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to ▇▇. ▇▇▇▇▇▇▇ at the time of termination of ▇▇. ▇▇▇▇▇▇▇' '▇ employment prior to the end of the Term, ▇▇. ▇▇▇▇▇▇▇ will not be entitled to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to any future period after the termination of his employment. (f) This Agreement is subject to the Company's "Special Rules for Compliance with Code Section 409A Applicable to Employment Agreements," effective as of December 31, 2008. (g) In the event that ▇▇. ▇▇▇▇▇ becomes entitled to any benefits or payments in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) under this Agreement, or any other plan, arrangement, or agreement with the Company or a subsidiary (the "Payments"), and such Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) in connection with a change in control, then, subject to reasonable notification to ▇▇. ▇▇▇▇▇ and, if he so requests, discussions with his advisors, the Payments under this Agreement shall be reduced (but not below zero) to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide ▇▇. ▇▇▇▇▇ with a greater net after-tax amount than would be the case if no such reduction were made. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of the Payments without causing any Payment to be subject to the Excise Tax, determined in accordance with Section 280G(d)(4) of the Code. Only amounts payable under this Agreement shall be reduced pursuant to this Section 5(g). Payments payable in cash and having the lowest denominated value relative to the valuation of such Payments as "parachute payments" shall be reduced first. (1) In determining the potential impact of the Excise Tax, the Company may rely on any advice it deems appropriate including, but not limited to, the advice of its independent accounting firm, legal advisors and compensation consultants. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, the Company may take into account any relevant guidance under the Code and the regulations promulgated thereunder, including, but not limited to, the following: (A) The amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the amount of excess parachute payments within the meaning of Section 280G(b)(l) of the Code, as determined by the Company's independent accounting firm or other advisor; (B) The value of any non-cash benefits or any deferred or accumulated payment or benefit shall be determined by the Company's independent accounting firm or other advisors in accordance with the principles of Sections 280G(d)(3) and (4) ofthe Code; and (C) The value of any non-competition covenants contained in this Agreement or other agreement between ▇▇. ▇▇▇▇▇ and the Company or an affiliate shall be taken into account to reduce "parachute payments" to the maximum extent allowable under Section 280G of the Code. For purposes of the determinations under this Section 5(g), ▇▇. ▇▇▇▇▇ shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the applicable payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of ▇▇. ▇▇▇▇▇'▇ residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (unless it is impracticable for ▇▇. ▇▇▇▇▇ to itemize his deductions). (h) In the event that ▇▇. ▇▇▇▇▇ becomes entitled to payment of a pro rata portion of the Performance Bonus, then, in the discretion of the Company, the present value of such Performance Bonus may be paid earlier than the specified time of settlement if accelerated payment is permissible under Code Section 409A, in which case the accelerated payment shall be in full settlement of the obligation hereunder. (i) Compensation paid or payable under this Agreement, including any Performance Bonus paid or payable under Section 3(b), shall be subject to recoupment by the Company in accordance with the terms of any policy relating to recoupment (or clawback) approved by the Board of Directors of the Company or Spectrum and in effect at the time of payment of such compensation.

Compensation Following Termination Prior to the End of the Term. In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated prior to the stated expiration of the Term, ▇▇. ▇▇▇▇▇▇▇▇ will be entitled only to the following compensation and benefits under this Agreement upon and following such termination (together with such other provisions that may be set forth in the Restricted Stock Option Agreement):Award Agreement or relating to equity awards under the Plan), in lieu of any further compensation under Section 3: (a) In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated during but prior to the expiration of the Term by reason of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ death or Total Disability, pursuant to Section 4(a) or 4(b), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇▇ (or ▇▇. ▇▇▇▇▇▇▇' ▇’▇ estate, as the case may be), to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Code Section 409A: (1) any accrued but unpaid Base Salary for services rendered before the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); (4) any vacation accrued and unused to the date of termination; and (5) payment of a pro rata (based on the number of days during the fiscal year of termination that ▇▇. ▇▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment terminated, payable as and when such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment continued based on actual performance achieved for the fiscal year. In addition, for a period of six (6) months, beginning on the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment by reason of death or Total Disability, the Company will, at its expense, provide medical and group health insurance benefits to ▇▇. ▇▇▇▇▇▇▇ and his dependents (or just his dependents, as the case may be), which benefits shall be substantially as favorable to ▇▇. ▇▇▇▇▇▇▇ or his dependents as those provided to him and his dependents immediately preceding the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇▇ co-payments or other obligations to pay for such benefits shall be substantially the same as applied at the time of his termination of employment, and provided further that this benefit shall be limited to the amount that can be paid or provided by the Company without such benefit being deemed discriminatory under applicable law such that it would result in material penalties to the Company. (b) In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated prior to the expiration of the Term by the Company for Cause pursuant to Section 4(c) or by ▇▇. ▇▇▇▇▇▇▇▇ without Good Reason pursuant to Section 4(e), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code; (1) any accrued but unpaid Base Salary for services rendered before the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); and (4) any vacation accrued and unused to the date of termination. (c) In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d), or by ▇▇. ▇▇▇▇▇▇▇▇ with Good Reason pursuant to Section 4(e), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such terminationtermination (unless otherwise indicated below), but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code: (1) any accrued but unpaid Base Salary for services rendered before the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(d) or 3(f); (4) any vacation accrued and unused to the date of termination; (5) payment of a pro rata (based on the number of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment terminated, payable as and when such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment continued based on actual performance achieved for the fiscal year; and (6) payment continued payments of a lump sum severance payment equal to Base Salary until the “Severance Amount.” The “Severance Amount” shall be an amount equal to one-year anniversary of the greater date of $1,000,000 or 100% termination of “Annualized Pay.” For this purpose, “Annualized Pay” will be calculated in accordance with the following table: For Termination During Fiscal Year Annualized Pay 2017 N/A (therefore Severance Amount will be $1,000,000) 2018 Annualized salary from July 1, 2016 through month before termination, plus Performance Bonus paid for fiscal 2017 2019 Annualized salary from July 1, 2016 through month before termination, plus annual average of Performance Bonuses paid for fiscal 2017 and fiscal 2018 2020 Annualized salary for the latest 36 months through the month before termination, plus annual average of Performance Bonuses paid for fiscal 2017, fiscal 2018 and fiscal 2019 Salary and Performance Bonuses refer to compensation actually paid by A-▇▇▇▇ to ▇▇. ▇▇▇▇▇▇▇▇’▇ employment, except that any Performance Bonus payable under clause (2) above for a completed fiscal year will be treated as paid.in installments in accordance with the Company’s standard payroll practices, subject to Section 5(f). 6 (d) The benefits to which ▇▇. ▇▇▇▇▇▇▇▇ may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 3(e) will be determined and paid in accordance with the terms of those plans, policies and arrangements. (e) Except as may be provided under this Agreement, under the terms of any incentive compensation, employee benefit, benefit or fringe benefit plan applicable to ▇▇. ▇▇▇▇▇▇▇▇ at the time of termination of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment prior to the end of the stated Term, ▇▇. ▇▇▇▇▇▇▇▇ will not be entitled to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to any future period after the termination of his employment. (f) This Agreement is subject to the Company's “Special Rules for Compliance with Code Section 409A Applicable to Employment Agreements,” as from time to time amended or supplemented. (g) Effect of Code Sections 4999 and 280G on Payments. (1) In the event that ▇▇. ▇▇▇▇▇▇▇▇ becomes entitled to any benefits or payments in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) under this Agreement or any other plan, arrangement, or agreement with the Company or a subsidiary (the “Payments”), and such Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) in connection with a change in control, then, subject to reasonable notification to ▇▇. ▇▇▇▇▇▇▇▇ and, if he so requests, discussions with his advisors, the Payments under this Agreement shall be reduced (but not below zero) to the Reduced Amount (as defined below), if so reducing the Payments under this Agreement will provide ▇▇. ▇▇▇▇▇▇▇▇ with a greater net after-tax amount than would be the case if no such reduction were made. The “Reduced Amount” shall be an amount expressed in present value that maximizes the aggregate present value to ▇▇. ▇▇▇▇▇▇▇▇, after taxes, of the Payments without causing any Payment to be subject to the Excise Tax, determined in accordance with Section 280G(d)(4) of the Code. Only amounts payable under this Agreement shall be reduced pursuant to this Section 5(g), and amounts reduced first will be payments that have a parachute payments value equal to their actual or intrinsic value to ▇▇. ▇▇▇▇▇▇▇▇. Payments payable in cash and having the lowest denominated value relative to the valuation of such Payments as “parachute payments” shall be reduced first. (2) In determining the potential impact of the Excise Tax, the Company may rely on any advice it deems appropriate including, but not limited to, the advice of its independent accounting firm, legal advisors and compensation consultants. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, the Company may take into account any relevant guidance under the Code and the regulations promulgated thereunder, including, but not limited to, the following: (A) The amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code, as determined by the Company's independent accounting firm or other advisor; (B) The value of any non-cash benefits or any deferred or accumulated payment or benefit shall be determined by the Company's independent accounting firm or other advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code; and (C) The value of any non-competition covenants contained in this Agreement or other agreement between ▇▇. ▇▇▇▇▇▇▇▇ and the Company or an affiliate shall be taken into account to reduce “parachute payments” to the maximum extent allowable under Section 280G of the Code. For purposes of the determinations under this Section 5(g), ▇▇. ▇▇▇▇▇▇▇▇ shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the applicable payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of ▇▇. ▇▇▇▇▇▇▇▇'▇ residence or otherwise applicable to the compensation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (unless it is impracticable for ▇▇. ▇▇▇▇▇▇▇▇ to itemize his deductions).

Compensation Following Termination Prior to the End of the Term. In the event that ▇▇. ▇▇▇▇▇▇▇' ’▇ employment hereunder is terminated prior to the expiration end of the Term, ▇▇. ▇▇▇▇▇▇▇ will be entitled only to the following compensation and benefits under this Agreement upon such termination (together with such other provisions that may be set forth in the Stock Option Agreement):termination: (a) In the event that ▇▇. ▇▇▇▇▇▇▇' ’▇ employment hereunder is terminated prior to the expiration of the Term by reason of ▇▇. ▇▇▇▇▇▇▇' ’▇ death or Total Disability, if he becomes Totally Disabled pursuant to Section 4(aSections 6(a) or 4(b6(b), the respectively, Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇ (or to ▇▇. ▇▇▇▇▇▇▇' ’▇ estate, as the case may be), to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Code Section 409A:): (1) any accrued but unpaid Base Salary (as determined pursuant to Section 3) for services rendered before to the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(dSections 5(a) or 3(f5(b), payable within thirty (30) days following ▇▇. ▇▇▇▇▇▇’▇ submission of vouchers in accordance with Company’s standard business procedures; (43) any vacation accrued and unused to the date of termination; and (54) payment of a pro rata (based on Percentage Bonus through the number of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, date for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' employment terminatedtermination occurs, payable as and when such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued based on actual performance achieved for the fiscal year. In addition, for a period within sixty (60) days of six (6) months, beginning on the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment by reason of death or Total Disability, the Company will, at its expense, provide medical and group health insurance benefits to ▇▇. ▇▇▇▇▇▇▇ and his dependents (or just his dependents, as the case may be), which benefits shall be substantially as favorable to ▇▇. ▇▇▇▇▇▇▇ or his dependents as those provided to him and his dependents immediately preceding the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇▇ co-payments or other obligations to pay for such benefits shall be substantially the same as applied at the time of his termination of employment, and provided further that this benefit shall be limited to the amount that can be paid or provided by the Company without such benefit being deemed discriminatory under applicable law such that it would result in material penalties to the Companytermination. (b) In the event that ▇▇. ▇▇▇▇▇▇▇' ’▇ employment hereunder is terminated prior to the expiration of the Term by the Company for Cause pursuant to Section 4(c) 6(c), or by ▇▇. ▇▇▇▇▇▇▇ without Good Reason pursuant to Section 4(e)Reason, the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code;: (1) any accrued but unpaid Base Salary (as determined pursuant to Section 3) for services rendered before to the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(dSections 5(a) or 3(f5(b), payable within thirty (30) days following ▇▇. ▇▇▇▇▇▇’▇ submission of vouchers in accordance with Company’s standard business procedures; and (43) any vacation accrued and unused to the date of termination. (c) In the event that ▇▇. ▇▇▇▇▇▇▇' ’▇ employment hereunder is terminated prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d6(d), or by ▇▇. ▇▇▇▇▇▇▇ with Good Reason pursuant to Section 4(e6(e), the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code: (1) any accrued but unpaid Base Salary (as determined pursuant to Section 3) for services rendered before to the date of termination; (2) any incurred but unreimbursed expenses required to be reimbursed pursuant to Sections 5(a) or 5(b), payable within thirty (30) days following ▇▇. ▇▇▇▇▇▇’▇ submission of vouchers in accordance with Company’s standard business procedures; (3) any vacation accrued and unused to the Performance Bonus, if any, not yet paid date of termination; (4) Percentage Bonus through the termination date for any the fiscal year ending prior to in which termination occurs, payable within sixty (60) days of the date of termination; and (5) continued payments of Base Salary until the one year anniversary of the date of termination of ▇▇. ▇▇▇▇▇▇▇' ’▇ employment, payable in installments in accordance with Company’s standard payroll practices. Except as otherwise required by law, the payment of any amounts pursuant to this Section 7(c)(5) shall be due and when such Performance Bonus would have been paid had payable only after the delivery by ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required ▇ to be reimbursed pursuant to Section 3(d) or 3(f); (4) any vacation accrued and unused to the date of termination; (5) payment Company of a pro rata (based on the number release in form and substance reasonably satisfactory to Company of days during the year of termination that any and all claims ▇▇. ▇▇▇▇▇▇▇ was employed) portion may have against Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives as of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' employment terminated, payable as and when date of such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued based on actual performance achieved for the fiscal year; and (6) payment release arising out of a lump sum severance payment equal to the “Severance Amount.” The “Severance Amount” shall be an amount equal to the greater of $1,000,000 or 100% of “Annualized Pay.” For this purpose, “Annualized Pay” will be calculated in accordance with the following table: For Termination During Fiscal Year Annualized Pay 2017 N/A (therefore Severance Amount will be $1,000,000) 2018 Annualized salary from July 1, 2016 through month before termination, plus Performance Bonus paid for fiscal 2017 2019 Annualized salary from July 1, 2016 through month before termination, plus annual average of Performance Bonuses paid for fiscal 2017 and fiscal 2018 2020 Annualized salary for the latest 36 months through the month before termination, plus annual average of Performance Bonuses paid for fiscal 2017, fiscal 2018 and fiscal 2019 Salary and Performance Bonuses refer to compensation actually paid by A-▇▇▇▇ related to ▇▇. ▇▇▇▇▇▇’▇ employment by Company and the termination of such employment. (d) In the event ▇▇. ▇▇▇▇▇▇’▇ employment hereunder is terminated by Company pursuant to Section 6(c)(6), except that ▇▇. ▇▇▇▇▇▇ shall receive, in addition to any Performance Bonus other payments he is entitled to hereunder, continued payments of Base Salary until the one year anniversary of the date of termination of ▇▇. ▇▇▇▇▇▇’▇ employment, payable under clause (2) above for a completed fiscal year will in installments in accordance with Company’s standard payroll practices, unless ▇▇. ▇▇▇▇▇▇ is offered an opportunity to retain his then current position and compensation package with the new owner of Company or its business, in which event no severance pay shall be treated as paid. (de) The benefits to which ▇▇. ▇▇▇▇▇▇▇ may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 3(e5(b) will be determined and paid in accordance with the terms of those plans, policies and arrangements. (ef) Except as may be provided under this Agreement, under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to ▇▇. ▇▇▇▇▇▇▇ at the time of termination of ▇▇. ▇▇▇▇▇▇▇' ’▇ employment prior to the end of the Term, ▇▇. ▇▇▇▇▇▇▇ will not be entitled to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to any future period after the his termination of his employmentor resignation.

Compensation Following Termination Prior to the End of the Term. In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated prior to the expiration end of the Term, ▇▇. ▇▇▇▇▇▇▇▇ will be entitled only to the following compensation and benefits under this Agreement upon such termination (together with such other provisions that may be set forth in the Stock Option Agreement):termination: (a) In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated prior to the expiration of the Term by reason of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ death or Total Disability, if he becomes Totally Disabled pursuant to Section 4(aSections 6(a) or 4(b6(b), the respectively, Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇▇ (or to ▇▇. ▇▇▇▇▇▇▇' ▇’▇ estate, as the case may be), to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Code Section 409A:): (1) any accrued but unpaid Base Salary (as determined pursuant to Section 3) for services rendered before to the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(dSections 5(a) or 3(f5(b);, payable within thirty (30) days following ▇▇. ▇▇▇▇▇▇▇▇’▇ submission of vouchers in accordance with Company’s standard business procedures; and (43) any vacation accrued and unused to the date of termination; and (5) payment of a pro rata (based on the number of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ▇▇. ▇▇▇▇▇▇▇' employment terminated, payable as and when such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued based on actual performance achieved for the fiscal year. In addition, for a period of six (6) months, beginning on the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment by reason of death or Total Disability, the Company will, at its expense, provide medical and group health insurance benefits to ▇▇. ▇▇▇▇▇▇▇ and his dependents (or just his dependents, as the case may be), which benefits shall be substantially as favorable to ▇▇. ▇▇▇▇▇▇▇ or his dependents as those provided to him and his dependents immediately preceding the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇▇ co-payments or other obligations to pay for such benefits shall be substantially the same as applied at the time of his termination of employment, and provided further that this benefit shall be limited to the amount that can be paid or provided by the Company without such benefit being deemed discriminatory under applicable law such that it would result in material penalties to the Company. (b) In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated prior to the expiration of the Term by the Company for Cause pursuant to Section 4(c6(c) (except pursuant to Section 6(c)(6), which is covered by Section 7(c) below), or by ▇▇. ▇▇▇▇▇▇▇▇ without Good Reason pursuant to Section 4(e)Reason, the Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code;▇: (1) any accrued but unpaid Base Salary (as determined pursuant to Section 3) for services rendered before to the date of termination; (2) the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ▇▇. ▇▇▇▇▇▇▇' employment, payable as and when such Performance Bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required to be reimbursed pursuant to Section 3(dSections 5(a) or 3(f5(b), payable within thirty (30) days following ▇▇. ▇▇▇▇▇▇▇▇’▇ submission of vouchers in accordance with Company’s standard business procedures; and (43) any vacation accrued and unused to the date of termination. (c) In the event that ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment hereunder is terminated prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d6 (d), or by ▇▇. ▇▇▇▇▇▇▇▇ with Good Reason pursuant to Section 4(e6(e), the or by Company pursuant to Section 6(c)(6), Company shall pay the following amounts to ▇▇. ▇▇▇▇▇▇▇, to be paid as soon as practicable following the date of such termination, but in no event prior to the time such payment would not be subject to tax under Section 409A of the Code▇: (1) any accrued but unpaid Base Salary (as determined pursuant to Section 3) for services rendered before to the date of termination; (2) any incurred but unreimbursed expenses required to be reimbursed pursuant to Sections 5(a) or 5(b), payable within thirty (30) days following ▇▇. ▇▇▇▇▇▇▇▇’▇ submission of vouchers in accordance with Company’s standard business procedures; (3) any vacation accrued and unused to the Performance Bonus, if any, not yet paid for any fiscal date of termination; (4) continued payments of Base Salary until the earlier of (i) the expiration of the Term or (ii) the one year ending prior to anniversary of the date of termination of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment, payable in installments in accordance with Company’s standard payroll practices. Except as otherwise required by law, the payment of any amounts pursuant to this Section 7(c)(5) shall be due and when such Performance Bonus would have been paid had payable only after the delivery by ▇▇. ▇▇▇▇▇▇▇' employment continued; (3) any incurred but unreimbursed expenses required ▇ to be reimbursed pursuant to Section 3(d) or 3(f); (4) any vacation accrued and unused to the date of termination; (5) payment Company of a pro rata (based on the number release in form and substance reasonably satisfactory to Company of days during the year of termination that ▇▇. ▇▇▇▇▇▇▇ was employed) portion of the Performance Bonus, if any, for the fiscal year in which any and all claims ▇▇. ▇▇▇▇▇▇▇' employment terminated▇ may have against Company and its directors, payable officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives as and when of the date of such bonus would have been paid had ▇▇. ▇▇▇▇▇▇▇' employment continued based on actual performance achieved for the fiscal year; and (6) payment release arising out of a lump sum severance payment equal to the “Severance Amount.” The “Severance Amount” shall be an amount equal to the greater of $1,000,000 or 100% of “Annualized Pay.” For this purpose, “Annualized Pay” will be calculated in accordance with the following table: For Termination During Fiscal Year Annualized Pay 2017 N/A (therefore Severance Amount will be $1,000,000) 2018 Annualized salary from July 1, 2016 through month before termination, plus Performance Bonus paid for fiscal 2017 2019 Annualized salary from July 1, 2016 through month before termination, plus annual average of Performance Bonuses paid for fiscal 2017 and fiscal 2018 2020 Annualized salary for the latest 36 months through the month before termination, plus annual average of Performance Bonuses paid for fiscal 2017, fiscal 2018 and fiscal 2019 Salary and Performance Bonuses refer to compensation actually paid by A-▇▇▇▇ related to ▇▇. ▇▇▇▇▇▇▇, except that any Performance Bonus payable under clause (2) above for a completed fiscal year will be treated as paid▇’▇ employment by Company and the termination of such employment. (d) The benefits to which ▇▇. ▇▇▇▇▇▇▇▇ may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 3(e5(b) will be determined and paid in accordance with the terms of those plans, policies and arrangements. (e) Except as may be provided under this Agreement, under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to ▇▇. ▇▇▇▇▇▇▇▇ at the time of termination of ▇▇. ▇▇▇▇▇▇▇' ▇’▇ employment prior to the end of the Term, ▇▇. ▇▇▇▇▇▇▇▇ will not be entitled to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to any future period after the his termination of his employmentor resignation.