Common use of Separation Compensation Clause in Contracts

Separation Compensation. Subject to the execution of an effective release of claims substantially in the form attached as Exhibit B (as described further in Section K below) and compliance with all of the restrictive covenants set forth or referred to in Section F below, the Company will provide Employee with the following: 1. From January 16, 2005 through October 15, 2005 (the “Severance Period”), the Company will pay Employee eighteen (18) semi-monthly payments of $11,458.33 and a final payment of $3,819.44, which in the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular payroll system on or about the 15th and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such payments. 2. The Company shall, at Company’s expense, provide Employee and his eligible dependents with medical, dental and vision insurance benefit coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA Coverage”) for a period of nine (9) months commencing January 16, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any stock options, restricted stock, or any other stock awards granted to Employee by the Company after the Final Date of Employment. In addition, Employee shall have the time period set forth in the applicable stock option agreement and plan, to exercise any stock options that are vested as of the Final Date of Employment. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months after termination of employment, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of Employment. Upon their expiration, such options may no longer be exercised and automatically become void and of no further force or effect. Failure to comply with any of the restrictive covenants set forth in or referred to in Section F below shall permit the Company, along with all other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further payments under this Section D and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.

Separation Compensation. Subject In exchange for your agreement to the execution of an effective release waiver of claims substantially in the form attached as Exhibit B (as described further in Section K below) and compliance with all of the restrictive covenants set forth or referred to in Section F paragraph 7, below, the Company will provide Employee with the followingagrees to: 1(a) pay you three hundred fifty thousand dollars ($350,000), less applicable state and federal payroll deductions, which constitutes twelve (12) months of your regular base salary (such payment will be made in pro rata installments over twelve (12) months through the Company’s payroll system); (b) reimburse any premium payments you make to continue your existing health insurance coverage under COBRA (or pursuant to another means of obtaining coverage substantially comparable to the coverage provided to you prior to the termination) for up to twelve (12) months following the Separation Date; provided that the Company’s obligation to make these payments will cease immediately if you become eligible for equivalent health benefits at the expense of another employer; and (c) accelerate the vesting of the equity grants previously granted to you by the Company as to one-half of the number of unvested shares as of the Separation Date (as reflected in the attached vesting schedule), with such acceleration being effective on the Effective Date (as defined in paragraph 17 below). From January The remaining unvested equity grants will expire on the Separation Date and any unvested shares of Common Stock will be immediately forfeited to the Company pursuant to the terms of the applicable Stock Grant Agreement and Stock Transfer Agreement. On the Effective Date, your vested stock options, including such options that vest pursuant to this subparagraph (d) may be exercised at any time until July 23, 2012, or earlier in the event of certain corporate transactions described in Section 9.2 of the Company’s 2003 Stock Option Plan. Although it is under no obligation to do so, the Company may, at its sole discretion and pursuant to an agreement signed by both parties, elect to extend the period of exercise until November 16, 2005 through October 152012. To the extent a stock option is intended to qualify as an Incentive Stock Option pursuant to Section 422 of the Internal Revenue Code of 1986, 2005 as amended (the “Severance PeriodCode”)) it will cease to do so to the extent required by law. You will remain bound by the Company’s 2003 Stock Option Plan, the Company will pay Employee eighteen (18) semi-monthly payments of $11,458.33 applicable Stock Option Agreements, Stock Grant Agreement, and a final payment of $3,819.44, which in the aggregate equals $210,069.38Stock Transfer Agreement evidencing your equity awards. The Company shall make such semi-monthly payments through its regular payroll system described in subparagraph (a) above will commence on or about the 15th 60th day after the Separation Date and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such payments. 2retroactive to the Separation Date provided the release is effective pursuant to paragraph 17 of this Agreement. The Company shallBy signing below, at you acknowledge that you are receiving the separation compensation outlined in this paragraph 3 in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation. You further acknowledge that this Agreement satisfies fully the Company’s expenseobligations to provide you with severance benefits under your June 17, provide Employee and his eligible dependents 2008 offer letter. Notwithstanding the foregoing, if you fail to materially comply with medical, dental and vision insurance benefit coverage in accordance with the requirements any provisions of the Consolidated Omnibus Budget Reconciliation Act confidentiality agreements described in paragraph 6 of 1985 (“COBRA Coverage”) for a period of nine (9) months commencing January 16, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any stock options, restricted stock, this Agreement or any other stock awards granted to Employee by the Company after the Final Date of Employment. In addition, Employee shall have the time period nondisparagement provisions set forth in paragraph 9 of this Agreement, then you will have no further rights to the applicable stock option agreement benefits described in this paragraph 3 and plan, to exercise any stock options that are vested as of the Final Date of Employment. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months after termination of employment, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of Employment. Upon their expiration, such options may no longer be exercised and automatically become void and of no further force or effect. Failure to comply with any of the restrictive covenants set forth in or referred to in Section F below shall permit the Company, along with retain all other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further payments under this Section D and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.Agreement.

Separation Compensation. Subject to In exchange for your signing the execution of an effective severance agreement and release of claims substantially attached hereto as Addendum A (the “Release”) and the Consulting Agreement (as defined below), the Company agrees that: (a) the Company will retain you as a consultant pursuant to the Consulting Agreement (as defined below) during the six month period following the Separation Date (the “Separation Period”); (b) during the Separation Period the Company will pay you monthly severance equal to your current salary level of $20,833.34 per month (the “Monthly Severance”), less applicable withholding taxes provided however, that the Company has no duty to continue to pay you the Monthly Severance in the form attached as Exhibit B event that you engage in New Employment (as described further in Section K defined below), provided the Company will pay you a prorated portion of any Monthly Severance up to the date of commencement of New Employment; and (c) and compliance with all of on the restrictive covenants set forth or referred to in Section F belowSeparation Date, the Company will accelerate the vesting of your outstanding options to purchase shares of the Company’s common stock such that you will become immediately vested in the number of shares that would have vested in the six months following the last date of the month in which the Separation Date occurs (“Accelerated Vesting”), but in no event for more than the number of shares subject to a particular option grant provided however, that you will not be entitled to further vesting or acceleration of your options to purchase shares of the Company’s common stock after the Accelerated Vesting on the Separation Date. You may exercise your options to purchase shares of the Company’s common stock that may have vested as of the Separation Date at any time before the ninetieth day following the Separation Date. For purposes of this Agreement “New Employment” shall mean being paid to work by an employer or firm other than the Company (whether as an employee or consultant) for 20 or more hours per week. In exchange, by signing below, you agree: (a) to, upon your termination, execute and not to revoke the Release; (b) to provide Employee with consulting services to the following: 1. From January 16Company during the Separation Period pursuant to the Consulting Agreement dated August 17, 2005 through October 15, 2005 2004 by and between you and the Company (the “Severance PeriodConsulting Agreement”); and (c) that, at any point in time following the end of your obligation to provide consulting services under the Consulting Agreement, you will assist the Company will pay Employee eighteen as reasonably necessary with any reviews, investigations or examinations of the Company’s financial and accounting results, policies, practices and other matters during your period of employment with the Company; and (18d) semi-monthly payments of $11,458.33 acknowledge that you are receiving the separation compensation outlined in this section in consideration for waiving your right to claims referred to in this Agreement and a final payment of $3,819.44, which in the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular payroll system on or about the 15th and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such payments. 2. The Company shall, at Company’s expense, provide Employee and his eligible dependents with medical, dental and vision insurance benefit coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA Coverage”) for a period of nine (9) months commencing January 16, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any stock options, restricted stock, or any other stock awards granted to Employee by the Company after the Final Date of EmploymentLetter Agreement. In addition, Employee shall have the time period except as expressly set forth in this paragraph and except your receipt of Payments described under the applicable stock option agreement and planparagraph 3, to exercise any stock options that are vested as of following the Final Date of Employment. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months after termination of employmentSeparation Date, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of Employment. Upon their expiration, such options may you will no longer be exercised eligible to participate in benefit plans and automatically become void and of no further force or effect. Failure to comply with any of the restrictive covenants set forth in or referred to in Section F below shall permit programs for the Company’s employees (including without limitation paid vacation, along with all retirement plans, bonus plans, the employee stock purchase plan and other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further payments under this Section D and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.compensation plans).

Separation Compensation. Subject to In exchange for your signing the execution of an effective severance agreement and release of claims substantially attached hereto as Addendum A (the “Release”) and the Consulting Agreement (as defined below), the Company agrees that: (a) the Company will retain you as a consultant pursuant to the Consulting Agreement (as defined below) during the six month period following the Separation Date (the “Separation Period”); (b) during the Separation Period the Company will pay you monthly severance equal to your current salary level of $20,833.34 per month (the “Monthly Severance”), less applicable withholding taxes provided however, that the Company has no duty to continue to pay you the Monthly Severance in the form attached as Exhibit B event that you engage in New Employment (as described further in Section K defined below), provided the Company will pay you a prorated portion of any Monthly Severance up to the date of commencement of New Employment; and (c) and compliance with all of on the restrictive covenants set forth or referred to in Section F belowSeparation Date, the Company will accelerate the vesting of your outstanding options to purchase shares of the Company’s common stock such that you will become immediately vested in the number of shares that would have vested in the six months following the last date of the month in which the Separation Date occurs (“Accelerated Vesting”), but in no event for more than the number of shares subject to a particular option grant provided however, that you will not be entitled to further vesting or acceleration of your options to purchase shares of the Company’s common stock after the Accelerated Vesting on the Separation Date. You may exercise your options to purchase shares of the Company’s common stock that may have vested as of the Separation Date at any time before the ninetieth day following the Separation Date. For purposes of this Agreement “New Employment” shall mean being paid to work by an employer or firm other than the Company (whether as an employee or consultant) for 20 or more hours per week. In exchange, by signing below, you agree: (a) to, upon your termination, execute and not to revoke the Release; (b) to provide Employee with consulting services to the following: 1. From January 16Company during the Separation Period pursuant to the Consulting Agreement dated August 17, 2005 through October 15, 2005 2004 by and between you and the Company (the “Severance PeriodConsulting Agreement”); and (c) that, at any point in time following the end of your obligation to provide consulting services under the Consulting Agreement, you will assist the Company will pay Employee eighteen as reasonably necessary with any reviews, investigations or examinations of the Company’s financial and accounting results, policies, practices and other matters during your period of employment with the Company; and (18d) semi-monthly payments of $11,458.33 acknowledge that you are receiving the separation compensation outlined in this section in consideration for waiving your right to claims referred to in this Agreement and a final payment of $3,819.44, which in the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular payroll system on or about the 15th and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such payments. 2. The Company shall, at Company’s expense, provide Employee and his eligible dependents with medical, dental and vision insurance benefit coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA Coverage”) for a period of nine (9) months commencing January 16, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any stock options, restricted stock, or any other stock awards granted to Employee by the Company after the Final Date of EmploymentLetter Agreement. In addition, Employee shall have the time period except as expressly set forth in this paragraph and except your receipt of Payments described under the applicable stock option agreement and planparagraph 3, to exercise any stock options that are vested as of August 17, 2004 Page 3 following the Final Date of Employment. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months after termination of employmentSeparation Date, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of Employment. Upon their expiration, such options may you will no longer be exercised eligible to participate in benefit plans and automatically become void and of no further force or effect. Failure to comply with any of the restrictive covenants set forth in or referred to in Section F below shall permit programs for the Company’s employees (including without limitation paid vacation, along with all retirement plans, bonus plans, the employee stock purchase plan and other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further payments under this Section D and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.compensation plans).

Separation Compensation. Subject Employee’s employment during the Transition Period will continue to be on an at-will basis. If at any time during the Transition Period, Employee terminates his employment for any reason or if his employment is terminated by the Company for “Cause” (as defined below), Employee’s Equity Awards will immediately cease vesting and, upon payment of any accrued but unpaid Base Salary and paid time off, Employee will have no further rights to any payments or benefits from the Company, other than pursuant to the Indemnification Agreement or as otherwise required under applicable law. If, prior to the Final Date of Employment, Employee’s employment is terminated by the Company without Cause (such termination date, the “Separation Date”), and subject to Employee’s execution of an effective release of claims substantially in the form attached as Exhibit B (as described further in Section K below) C and continued compliance with all of the restrictive covenants set forth or referred to in Section F belowbelow and Exhibit D hereto, the Company will provide Employee with the following: 1. From January 16the Separation Date through December 31, 2005 through October 15, 2005 2006 (the “Severance Period”), the Company will continue to pay Employee eighteen (18) his Base Salary in semi-monthly payments of $11,458.33 and a final payment of $3,819.44payments, which in the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular subject to withholding for customary payroll system on or about the 15th and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such paymentstaxes. 2. The During the Severance Period, the Company shall, at Company’s expense, provide Employee and his eligible dependents with medical, dental and vision insurance benefit coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA Coverage”) for a period of nine (9) months commencing January 16, 2005), providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of EmploymentSeparation Date. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. The vesting of Employee’s unvested Equity Awards shall be accelerated such that, as of the Separation Date, Employee shall not vest will be vested in any stock options, restricted stock, or any other stock awards granted that number of shares subject to Employee by the Equity Awards as he would have been had his employment with the Company after the Final Date of Employmentcontinued until December 31, 2006. In addition, Employee shall have the time period set forth in the applicable stock option agreement and plan, to exercise any stock options that are vested as of the Final Date of EmploymentSeparation Date. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months after termination of employment, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of EmploymentSeparation Date. Upon their expiration, such options may no longer be exercised and automatically become void and of no further force or effect. Failure If Employee shall fail to comply in all material respects with any of the restrictive covenants set forth in or referred to in Section F below and Exhibit D hereto, and if such failure shall permit continue for a period of 10 days following written notice to Employee from the CompanyCompany of such failure, the Company shall be permitted, along with all other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further payments under this Section D, to immediately cease providing any further benefits under this Section D and to confirm that all Equity Awards shall immediately expire (with any unvested shares of the Company’s common stock subject to such Equity Awards to be returned to the Company), and to require Employee to repay return to the Company any amounts or benefits previously paid provided to him pursuant to this Section D.D (other than payments pursuant to the Indemnification Agreement or repayments prohibited under applicable law).

Separation Compensation. Subject In exchange for your agreement to the execution of an effective release waiver of claims substantially in the form attached as Exhibit B (as described further in Section K below) and compliance with all of the restrictive covenants set forth or referred to in Section F paragraph 7, below, the Company will provide Employee with the followingagrees to: 1(a) pay you three hundred fifty thousand dollars ($350,000), less applicable state and federal payroll deductions, which constitutes twelve (12) months of your regular base salary (such payment will be made in pro rata installments over twelve (12) months through the Company’s payroll system); (b) reimburse any premium payments you make to continue your existing health insurance coverage under COBRA (or pursuant to another means of obtaining coverage substantially comparable to the coverage provided to you prior to the termination) for up to twelve (12) months following the Separation Date; provided that the Company’s obligation to make these payments will cease immediately if you become eligible for equivalent health benefits at the expense of another employer; and (c) accelerate the vesting of the equity grants previously granted to you by the Company as to one-half of the number of unvested shares as of the Separation Date (as reflected in the attached vesting schedule), with such acceleration being effective on the Effective Date (as defined in paragraph 17 below). From January The remaining unvested equity grants will expire on the Separation Date and any unvested shares of Common Stock will be immediately forfeited to the Company pursuant to the terms of the applicable Stock Grant Agreement and Stock Transfer Agreement. On the Effective Date, your vested stock options, including such options that vest pursuant to this subparagraph (d) may be exercised at any time until August 16, 2005 through October 152012, 2005 or earlier in the event of certain corporate transactions described in Section 9.2 of the Company’s 2003 Stock Option Plan. Although it is under no obligation to do so, the Company may, at its sole discretion and pursuant to an agreement signed by both parties, elect to extend the period of exercise until November 16, 2012. To the extent a stock option is intended to qualify as an Incentive Stock Option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Severance PeriodCode”)) it will cease to do so to the extent required by law. You will remain bound by the Company’s 2003 Stock Option Plan, the Company will pay Employee eighteen (18) semi-monthly payments of $11,458.33 applicable Stock Option Agreements, Stock Grant Agreement, and a final payment of $3,819.44, which in the aggregate equals $210,069.38Stock Transfer Agreement evidencing your equity awards. The Company shall make such semi-monthly payments through its regular payroll system described in subparagraph (a) above will commence on or about the 15th 60th day after the Separation Date and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such payments. 2retroactive to the Separation Date provided the release is effective pursuant to paragraph 17 of this Agreement. The Company shallBy signing below, at you acknowledge that you are receiving the separation compensation outlined in this paragraph 3 in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation. You further acknowledge that this Agreement satisfies fully the Company’s expenseobligations to provide you with severance benefits under your June 17, provide Employee and his eligible dependents 2008 offer letter. Notwithstanding the foregoing, if you fail to materially comply with medical, dental and vision insurance benefit coverage in accordance with the requirements any provisions of the Consolidated Omnibus Budget Reconciliation Act confidentiality agreements described in paragraph 6 of 1985 (“COBRA Coverage”) for a period of nine (9) months commencing January 16, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any stock options, restricted stock, this Agreement or any other stock awards granted to Employee by the Company after the Final Date of Employment. In addition, Employee shall have the time period nondisparagement provisions set forth in paragraph 9 of this Agreement, then you will have no further rights to the applicable stock option agreement benefits described in this paragraph 3 and plan, to exercise any stock options that are vested as of the Final Date of Employment. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months after termination of employment, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of Employment. Upon their expiration, such options may no longer be exercised and automatically become void and of no further force or effect. Failure to comply with any of the restrictive covenants set forth in or referred to in Section F below shall permit the Company, along with retain all other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further payments under this Section D and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.Agreement.

Separation Compensation. (a) Subject to the Executive’s execution and delivery of an effective the release of claims substantially in the form attached hereto as Exhibit B (as described further in the “Release of Claims”) within thirty (30) days following the Termination Date, the Executive shall, pursuant to the terms of Section K below4(c) and compliance with all of the restrictive covenants set forth or referred Employment Agreement, become entitled to in Section F below, receive severance pay of $312,085.54 (which is equal to twelve (12) months of the Company will provide Employee with the following: 1. From January 16, 2005 through October 15, 2005 (the “Severance Period”Executive’s current base salary), the Company will pay Employee eighteen (18) semi-monthly payments of $11,458.33 and a final payment of $3,819.44, which payable in the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular payroll system on or about the 15th and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such payments. 2. The Company shall, at Company’s expense, provide Employee and his eligible dependents with medical, dental and vision insurance benefit coverage installments in accordance with the requirements Company’s general payroll practices over the twelve (12) months following the Termination Date. The first installment of the Consolidated Omnibus Budget Reconciliation Act severance pay shall be paid on the first payroll date following the date on which the Release of 1985 Claims is effective and irrevocable and shall include any installments of severance pay that would have been payable had the Release of Claims been effective and irrevocable on the Termination Date. (b) Following the Termination Date, and except as provided in this Agreement, the Executive shall be entitled to (x) vested employee benefits under the Company’s employee benefit plans to which the Executive is entitled as a former employee (provided, that for the avoidance of doubt, the benefits set forth in Section 2 of this Agreement are in lieu of, and not in addition to, any severance or termination benefits payable under any plan or arrangement sponsored or agreed to by the Company or of its affiliates), (y) reimbursement of any business expenses properly incurred prior to the Termination Date under the Company’s expense reimbursement policy and (z) any benefits (e.g., COBRA continuation coverage) to which he is entitled under applicable law. Should the Executive elect COBRA coverage, the Company agrees to reimburse executive up to a maximum of $4,000 (the “COBRA CoverageLimited Reimbursement Amount”) for a period Executive’s documented out of nine (9) months commencing January 16pocket cost incurred in connection with the Company’s Executive Physical program taken at the Mayo Clinic. It is expressly understood and agreed that should Executive undertake such Executive Physical the Company shall have no liability whatsoever for any costs, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any stock options, restricted stock, fees or any other stock awards granted to Employee expenses incurred by the Company after Executive in connection therewith except to the Final Date of Employment. In addition, Employee shall have the time period set forth in the applicable stock option agreement and plan, to exercise any stock options that are vested as extent of the Final Date of Employment. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months after termination of employment, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of Employment. Upon their expiration, such options may no longer be exercised and automatically become void and of no further force or effect. Failure to comply with any of the restrictive covenants set forth in or referred to in Section F below shall permit the Company, along with all other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further payments under this Section D and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.Limited Reimbursement Amount.

Separation Compensation. Subject In exchange for Executive’s agreement to the execution of an effective release waiver of claims substantially set forth in the form attached as Exhibit B (as described further in Section K below) paragraph 5 below and compliance with all of the restrictive covenants set forth or referred terms of this Agreement, including but not limited to in Section F belowparagraphs 1 and 2 above, the Company will provide Employee with the followingagrees to: 1. From January 16, 2005 through October 15, 2005 (the “Severance Period”a) pay Executive twelve (12) months of Executive’s current base salary plus Executive’s current target bonus (assuming a 100% achievement threshold), the Company will pay Employee eighteen (18) semi-monthly payments of $11,458.33 and in a final payment of $3,819.44, which in the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular payroll system single lump sum on or about the 15th and last day of each calendar month, with the first such payment occurring on January 31business day after the sixtieth (60th) day following the Termination Date; (b) pay Executive a pro rata portion of Executive’s target bonus through the Termination Date, 2005, payable in a single lump sum no later than two and one half months following the last such payment on October 15, 2005. Customary payroll taxes Termination Date and income tax withholding will be deducted from such payments.when other target bonuses are generally paid to senior executives of the Company; 2. The Company shall, at (c) if Executive validly elects to continue coverage under the Company’s expense, provide Employee and his eligible dependents with medical, dental and vision health insurance benefit coverage in accordance with the requirements of plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 1975, as amended (“COBRA CoverageCOBRA”) and consistent with the terms of COBRA and the Company’s group health insurance plan, the Company will pay the insurance premiums to continue Executive’s existing group health benefits for a period of nine Executive for twelve (912) months commencing January 16following the Termination Date, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafterprovided that, if the Company determines in its discretion that it cannot provide such continued group health benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable lump sum payment in an amount equal to twelve (12) months of such continued group health benefits, less any gross premiums previously paid under this paragraph 4(c), which payment shall be made regardless of whether you elect COBRA continuation coverage and which cash payment shall be paid out in a lump sum at the same time as the payment described in paragraph 4(a), or, if later, at the time of such determination by the Company; and (d) with respect to Executive’s outstanding equity grants (other than any awards outstanding under the Company’s 2014 Employee wishes Stock Purchase Plan, which shall be governed exclusively by the terms of those awards): (i) twenty-five percent (25%) of the shares initially subject to each of Executive’s equity grants will accelerate and vest on the Termination Date; (ii) if, and so long as, Executive continues to serve on the Board following the Termination Date, Executive shall be eligible to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in an additional twenty-five percent (25%) of the shares initially subject to each of Executive’s equity grants (including any stock optionsawards that originally vested only based on continued employment rather than service), restricted stockwith the number of shares vesting on each vesting date pursuant to the original vesting schedule of each such grant as if Executive’s employment had not terminated on the Termination Date and the acceleration under paragraph 4(d)(i) had not occurred, or provided that, in the event of a Change in Control (as defined in the Offer Letter) while Executive serves on the Board, any other stock such then-unvested equity awards granted remaining outstanding shall immediately accelerate and become exercisable; (iii) the remaining unvested shares subject to Employee by each of Executive’s equity grants will expire on the Termination Date and be immediately forfeited to the Company after without consideration or payment therefore. It is acknowledged and agreed that the Final acceleration under paragraph 4(d)(i) and the continued vesting eligibility under paragraph 4(d)(ii) shall be evaluated on a grant-by-grant basis and shall be limited to the maximum number of shares initially underlying each grant; (iv) all vested options held by Executive on the Termination Date of Employment. In addition, Employee shall have the time period set forth in the applicable stock option agreement and plan, to exercise any stock all other options that are vested as of vest pursuant to paragraph 4(d)(i) and paragraph 4(d)(ii) above shall be exercisable for the Final Date of Employment. Employee acknowledges that generally options issued by the Company expire within ninety (90) days or three (3) months following the later of (i) December 31, 2017, if Executive’s termination as a director is on or before December 31, 2017, or (ii) the date of Executive’s termination as a director, if Executive’s termination as a director occurs after termination December 31, 2017, provided that, in each case, upon a Change of employmentControl, which in Employee’s case the exercisability of options shall be within ninety subject to the terms of any definitive agreement effecting or evidencing the Change of Control; (90v) days or three (3) months after Executive will remain bound by the Final Date of EmploymentCompany’s equity incentive plans and the applicable equity agreements evidencing Executive’s equity awards, except to the extent that they are expressly modified by this Agreement. Upon their expirationBy signing below, such options may no longer Executive acknowledges that Executive is receiving the separation compensation outlined in this paragraph 4 in consideration for waiving Executive’s rights to claims referred to in this Agreement and that Executive would not otherwise be exercised and automatically become void and of no further force or effectentitled to the separation compensation. Failure to comply with Executive also acknowledges that if Executive violates any of the restrictive covenants set forth in or referred to in Section F below shall permit the Companyterms of this Agreement, along with all other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further future payments under paragraph 4 of this Section D Agreement will terminate, any then‑unvested stock options and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.restricted stock units will terminate.

Separation Compensation. Subject You entered into the Company’s Change of Control and Severance Policy effective as of February 23, 2021 (the “Severance Policy”), pursuant to a participation letter between you and the Company, according to which, you are entitled to certain severance benefits upon the execution of an effective release of claims substantially in a release. You and the form Company agree to modify those benefits as set forth herein. In exchange for you signing this Agreement and the Advisor Agreement (attached hereto as Exhibit B Appendix A) (as described further in Section K belowthe “Advisor Agreement”) and compliance with all of provided you do not revoke the restrictive covenants set forth or referred to ADEA Release in Section F Paragraph 19 below, you and the Company will provide Employee with mutually agree to the following: 1. From a. The Company will continue to treat you as an active employee from the Notice Date until the Separation Date for purposes of salary continuation and benefits (“Initial Advisory Period”). i. You and the Company agree that except as modified and agreed to under the Advisor Agreement, you will no longer be eligible for any further vesting of equity after the Notice Date (i.e., November 30, 2022) and, except as to 249,315 shares subject to the Option (as defined in the Advisor Agreement) that are eligible to vest as set forth more fully in the Advisor Agreement, all remaining outstanding stock option awards and RSU awards that have not vested on or before the Notice Date shall expire and be forfeited at such time without consideration. b. During the Initial Advisory Period, you shall continue to be reasonably available for advice and meetings with senior leadership including, at minimum, two 60-90 minute meetings in each of December 2022 and January 162023 concerning product strategy and other matters as requested by the Company. c. The Company agrees to provide you with severance pay in the gross amount of two hundred forty three thousand, 2005 through October 15three hundred thirty three dollars and thirty-four cents ($243,333.34), 2005 less applicable withholdings and deductions, which is equal to four (4) months of your base pay (the “Severance PeriodSeparation Payment”). The Separation Payment will be paid to you in a lump sum as soon as administratively possible (but not later than 15 business days) from the Effective Date of this Agreement (as defined in Paragraph 19 below) or 15 business days after your Separation Date, whichever is later. d. Upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay Employee eighteen the insurance premiums to continue your existing health benefits for up to ten (1810) semi-monthly payments months following the month of $11,458.33 and a final payment of $3,819.44the Separation Date (the “COBRA Benefits”). e. From the Separation Date until December 31, which in 2023 (the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular payroll system on or about the 15th and last day of each calendar month“Advisory Period”), you will continue your relationship with the first such payment occurring on January 31Company in an advisory capacity, 2005, pursuant to the terms of both this Agreement and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such paymentsAdvisor Agreement. 2. The Company shalli. During the Advisory Period, at Company’s expense, provide Employee you and his eligible dependents with medical, dental and vision insurance benefit coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA Coverage”) for a period of nine (9) months commencing January 16, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any stock options, restricted stock, or any other stock awards granted to Employee by the Company after the Final Date of Employment. In additionfurther agree that you will use commercially reasonable efforts to complete your advisory duties in good faith, Employee shall have the time period as set forth in the applicable stock option agreement and planAdvisor Agreement, to exercise any stock options that are vested as including by making yourself reasonably available by phone, video or in person consultations and/or strategizing sessions with senior management of the Final Date of Employment. Employee acknowledges Company on an as-needed basis. f. By signing below, you acknowledge that generally options issued by you are receiving the Company expire within ninety valuable consideration outlined above (90the “Separation Compensation”) days or three (3) months after termination of employmentin exchange for the voluntary agreements made herein, which in Employee’s case shall be within ninety (90) days or three (3) months after the Final Date of Employment. Upon their expiration, such options may no longer be exercised and automatically become void and of no further force or effect. Failure including but not limited to comply with any of the restrictive covenants set forth in or waiving your rights to claims referred to in Section F below shall permit the Companythis Agreement, along with all other remedies available and that you would not otherwise be entitled to the Company Separation Compensation. g. If you exercise your right to correct or compensate for such a violationrevoke the ADEA Release pursuant to Paragraph 19 below, to immediately cease making any further payments under this Section D and to require Employee to repay to the Company any amounts previously paid to him pursuant to this Section D.shall pay you the Severance Compensation reduced by the amount of the ADEA Consideration defined in Paragraph 19 below.

Separation Compensation. Subject In exchange for your agreement to the execution of an effective release waiver of claims substantially set forth in the form attached as Exhibit B (as described further in Section K below) paragraph 8 below and compliance with all of the restrictive covenants set forth or referred terms of this Agreement, including but not limited to in Section F belowparagraphs 4, 5, 6, 7, 8, 9 and 11, the Company will provide Employee with the followingagrees to: 1. From January 16(a) pay you two hundred percent (200%) of your current base salary, 2005 through October 15less applicable state and federal payroll deductions, 2005 in equal installments for a period of twenty‑four (24) months after the “Severance Period”), the Company will pay Employee eighteen (18) semi-monthly payments of $11,458.33 and a final payment of $3,819.44, which in the aggregate equals $210,069.38. The Company shall make such semi-monthly payments through its regular payroll system on or about the 15th and last day of each calendar month, with the first such payment occurring on January 31, 2005, and the last such payment on October 15, 2005. Customary payroll taxes and income tax withholding will be deducted from such payments. 2. The Company shall, at Company’s expense, provide Employee and his eligible dependents with medical, dental and vision insurance benefit coverage Separation Date in accordance with the requirements Company's standard payroll practices, commencing within fourteen (14) days following the Effective Date (as defined in paragraph 19 below); (b) pay you a lump-sum payment of $28,839.60, which may be used for continued health benefits for you and your dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended, with such lump sum payment payable within ten (“COBRA Coverage”10) for a period days following the Effective Date; and (c) with respect to your outstanding equity grants: (i) continue the vesting of nine all time‑based stock options previously granted to you by the Company until November 30, 2013 as if you remained employed by the Company through such date (9each of your stock options and the vesting thereof provided by this subparagraph (i) months commencing January 16are set forth on Exhibit A hereto). On or after the Effective Date, 2005, providing Employee timely executes and delivers all necessary COBRA Coverage election documentation which will be sent to Employee promptly after Employee’s Final Date each of Employment. Thereafter, if Employee wishes to continue COBRA Coverage, Employee will be required to pay all requisite premiums for such continued coverage. 3. Employee shall not vest in any your vested stock options, restricted stockincluding such options that vest pursuant to this subparagraph (c), may be exercised at any time until the later of (A) February 28, 2014 or any other stock awards granted to Employee by (B) the Company after the Final Date of Employment. In addition, Employee shall have the time period set forth date provided in the applicable stock option agreement agreement, but in no event later than ten (10) years following the date on which each such stock option was granted; to the extent that a stock option is intended to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) it will cease to do so to the extent required by law; and (ii) all time‑based restricted stock units (“RSU”) that would vest in accordance with their terms on or before June 19, 2014 had you remained employed by the Company will continue to vest as though you remained employed by the Company through such date (each of your time‑based RSUs and plan, to exercise any stock options the vesting thereof provided by this subparagraph (ii) are set forth on Exhibit A hereto). All performance‑based RSUs that are vested based on the Company's Total Shareholder Return (“TSR”) relative to the performance of each of the companies in the NASDAQ‑100 Index (or other performance criteria) at the end of applicable performance periods that end on or before June 19, 2014 as set forth in the relevant RSU grant agreements will vest as of the Final applicable vesting dates set forth in the relevant RSU grant agreements, solely to the extent that the performance periods end on or before June 19, 2014 and the applicable TSR performance metrics for such RSUs for such performance periods are satisfied (each of your performance‑based RSUs and the potential vesting thereof provided by this subparagraph (ii) are set forth on Exhibit A hereto). Such RSUs will be settled within thirty (30) days following the date upon which the above requirements are satisfied date. Any such performance‑based RSUs for which the applicable TSR performance metrics are not satisfied shall be forfeited to the Company. The Company will not exercise any power of negative discretion under any RSU agreement to reduce the number of RSUs that otherwise would vest in accordance with the preceding except to the extent that it exercises its power of negative discretion with respect to all executive officers with performance-based RSUs with substantially similar performance metrics. The remaining unvested time‑based and remaining performance‑based equity grants will expire on the Separation Date of Employmentand any such unvested equity grants will cease vesting and be immediately forfeited to the Company. Employee acknowledges that generally options issued You will remain bound by the Company expire within ninety (90) days or three (3) months after termination of employmentCompany's 2000 Equity Incentive Plan and the applicable equity agreements evidencing your equity awards, which except to the extent that they are modified by this Agreement. The stock option exercise methods provided pursuant to your stock options agreements and the Company's 2000 Equity Incentive Plan prior to this Agreement will continue to be available to you to the extent permitted by the terms thereof. By signing below, you acknowledge that you are receiving the separation compensation outlined in Employee’s case shall this paragraph 3 in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be within ninety (90) days or three (3) months after entitled to the Final Date of Employmentseparation compensation. Upon their expiration, such options may no longer be exercised and automatically become void and of no further force or effect. Failure to comply with You also acknowledge that if you violate any of the restrictive covenants set forth in or referred to in Section F below shall permit the Companyterms of this Agreement, along with all other remedies available to the Company to correct or compensate for such a violation, to immediately cease making any further future payments under paragraph 3 of this Section D Agreement will terminate, any then‑unvested stock options and to require Employee to repay to the Company restricted stock units will terminate and any amounts previously paid to him pursuant to this Section D.extended exercisability of stock options will terminate.