Common use of Termination by Company without Cause or by Executive for Good Reason Clause in Contracts

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Reason, Executive complies with his continuing obligations will be entitled to the Companypayments and benefits provided in Section 8(a) hereof and, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowaddition, Executive shall be eligible subject to receive the following (collectivelySection 8(e), the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, provide to Executive (i) Executive’s accrued but unpaid salary through a lump sum amount equal to the date of terminationSeverance Amount, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health the Medical Benefits and welfare benefit plan in which Executive was a participant in accordance with applicable law and (iv) the provisions of such plan (collectively, the “Accrued Obligations”)Equity Vesting Benefits. (2i) The “Severance pay in Amount” will be equal to 1 times (1.0x) the form of continuation of Executive’s final current Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good ReasonSalary. (3ii) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive The “Pro Rata Bonus” will be eligible for a prorated bonus lump sum cash payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the ExecutiveParticipant’s bonus annual target for the year in which the date of termination occursbonus, multiplied by a fraction, the numerator of which is pro-rated based on the number of days that Executive the Participant was actually employed by the Company during the applicable performance period in which the Date of Termination occurred; plus (2) any unpaid annual bonus for the year preceding the year of termination and if the denominator relevant measurement period for such bonus concluded prior to the Date of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective DateTermination. (5iii) If The “Medical Benefits” will be provided if the Executive timely elects continued coverage makes a valid election under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the ) to continue their health coverage. The Company will pay or reimburse the Executive for the monthly COBRA cost of continued health such continuation coverage paid by for the Executive and any eligible dependents that were covered under the applicable Company’s health plan care plans immediately prior to Date of the Company pursuant to Section 4980B of the Code until the earliest of (i) Termination for twelve (12) months following the termination date; Date of Termination or until the earliest of (iia) the date when upon which the Executive becomes and/or the Executive’s eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; dependents become covered under similar plans or (iiib) the date upon which the Executive ceases to be eligible for COBRA coverage under COBRA. If this agreement to provide benefits continuation coverage for raises any reason (compliance issues or impositions of penalties under the “COBRA Premium Period”). In Patient Protection and Affordable Care Act or other applicable law, then the event Executive becomes covered under another group health plan or otherwise ceases parties agree to be eligible for COBRA during modify this Agreement so that it complies with the COBRA Premium Period, Executive must immediately notify the Company terms of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumslaws.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1i) The Company will pay Executive, on the Company’s first to Executive in a single lump sum payment date after Executive’s date of termination of agreement, (iA) Executive’s pro rata Base Salary and accrued but unpaid salary vacation pay through the date Date of terminationTermination, as soon as practicable following the Date of Termination, and (B) the product obtained by multiplying the Executive’s Annual Compensation by a factor of 1. For purposes of this Agreement, Annual Compensation is the sum of the Executive’s annualized Base Salary and the bonus paid to Executive for the last twelve (12) months before the Date of Termination. (ii) any unreimbursed business expenses incurred by The Company will maintain in full force and effect, for the continued benefit of Executive payable in accordance with the Company’s standard expense reimbursement policies, (and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary spouse and/or Executive’s dependents, as applicable) for a period of twelve (12) months following termination the Date of Termination the medical, hospitalization, and dental programs, in which Executive (and Executive’s spouse and/or Executive’s dependents, as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitations contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, if the Executive (or Executive’s spouse) is eligible for Medicare of a similar type of government medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. If Executive (or Executive’s spouse and/or Executive’s dependents) cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive (and Executive’s spouse and/or Executive’s dependents, as applicable) with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (“Severance PaymentsContinued Benefits”). Subject However, if Executive becomes reemployed with another employer and is eligible to Paragraph II(B)(5) belowreceive medical, hospitalization and dental benefits under another employer-provided plan, the Severance Payments medical, hospitalization and dental benefits described herein shall be made on secondary to those provided under such other plan during the applicable period. (iii) The Company will reimburse Executive, pursuant to the Company’s regular payment schedule in effect following Executive’s termination date; providedpolicy, however that any such payments that are otherwise scheduled to be made for reasonable business expenses incurred, but not paid, prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reasonof Termination. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4iv) Executive will be eligible for shall receive a prorated payment under any annual cash incentive bonus payment for the year plan then in which the date of termination occurseffect, based on attainment of the applicable performance goals for that year, pursuant subject to the terms and conditions of the Bonus Plan (the “Prorated Bonus”)set forth below. The Prorated BonusCompany’s current annual cash incentive bonus plan establishes both subjective and objective performance criteria (and for some Executives, if earned, will individual and Company criteria) that must be satisfied for an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases employee to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”)a bonus. In determining whether Executive is entitled to a prorated payment of an annual bonus under this provision, the event Company shall: (i) assume that any subjective or individual performance criteria applicable to the Executive becomes covered have been 100% satisfied; and (ii) with respect to any objective Company performance criteria applicable to the Executive, compare the actual performance of the Company for the respective fiscal year through the end of the month prior to the Date of Termination, against the budget targets for those objective Company performance criteria levels for such period. The performance criteria will then be evaluated under another group health plan or otherwise ceases the terms of the annual cash incentive bonus plan. To the extent such criteria are deemed to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding satisfied in accordance with the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay and a bonus would be payable to Executive, on such bonus shall be prorated for the first day respective fiscal year through the Date of each calendar month Termination. Such prorated bonus, if any, shall be due and payable within ten (10) days of the Date of Termination. (v) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which Executive is otherwise entitled in accordance with the termination date, a fully taxable cash payment equal to terms and provisions of any plans or programs of the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsCompany.

Termination by Company without Cause or by Executive for Good Reason. a(i) If Except as provided in subsection (ii) below, if Executive’s agreement employment is terminated by the Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive shall, subject to the provisions of this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to two times the sum of the current calendar year’s Base Salary and the prior year’s Cash Incentive Bonus, (B) reimbursement of COBRA health insurance premiums as described below for up to 24 months from the date of termination, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards currently held by Executive to the extent such awards (other than stock options and stock appreciation rights) are not due subject to death or Permanent Disabilityperformance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to two times the higher of: (A) the Executive’s target bonus for the year of termination under the Company’s Annual Incentive Plan, and (B) any discretionary bonuses paid to Executive within the 12 month period preceding termination. (ii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within 12 months after a Change of Control, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive complies with his continuing obligations shall, subject to the Companyprovisions of this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to two and provided that Executive satisfies a half (2.5) times the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive sum of the following (collectively, current calendar year’s Base Salary and the “Severance Benefits”): (1) The Company will pay Executive, on the Companyprior year’s first payment date after Executive’s date of termination of agreementCash Incentive Bonus, (iB) Executive’s accrued but unpaid salary through reimbursement of COBRA health insurance premiums as described below for up to 30 months from the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iiiC) benefits owed acceleration to Executive under any qualified retirement plan or health 100% vested status for all stock, stock option and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards currently held by Executive to the extent such awards (other than stock options and stock appreciation rights) are not subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Code of 1986. If no Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to any of two and a half (2.5) times the higher of: (A) the Executive’s outstanding stock options or other equity awards as target bonus for the year of termination under the date of Company’s Annual Incentive Plan, and (B) any discretionary bonuses paid to Executive within the 12 month period preceding termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4iii) If Executive’s employment is terminated by the Company without Cause or by Executive will for Good Reason, regardless of whether such termination occurs within 12 months after a Change of Control, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive shall, subject to the provisions of this SECTION 3.2, be eligible for entitled to a prorated bonus payment Cash Incentive Bonus for the year in which the date of termination occurs, based on attainment of the applicable corporate performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”)goals. The Prorated Bonus, if earned, prorated bonus will be an amount in cash equal to the Executive’s bonus target Cash Incentive Bonus for the year in which the date of termination occurs, based on attainment of the applicable corporate performance goals, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated prorated Cash Incentive Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses Cash Incentive Bonuses for the calendar year under to which the Cash Incentive Bonus Plan or, if later, the Release Effective Daterelates. (5iv) If Executive is entitled to the severance payment under subsection (ii), payment of the entire cash severance amount under subsection (ii) will be made in a lump sum on the 60th day after Executive’s date of termination. If Executive is entitled to the severance payment under subsection (i), Executive shall receive (A) half of the cash severance amount under subsection (i) in a lump sum on the 60th day after the date of termination and (B) half the number of months of health insurance reimbursement under subsection (v)(A). Executive shall not be entitled to the remainder of the cash severance payment under subsection (i) or the second half of health insurance reimbursement under subsection (v)(A), unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment under subsection (i) and the second half of the health insurance reimbursement under subsection (v)(A), in which event Executive shall be entitled to the additional health insurance reimbursement under subsection (v)(A) and the remainder of the cash severance payment under subsection (i), payable in a lump sum on the 15th day after the end of the first 50% of the Non-Compete Term, which for purposes of clarity means that the payment date for the remainder of the cash severance payment shall be the date that is six (6) months and 15 days following the Executive’s date of termination. (v) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until Code. Subject to subsection (iv) above, such reimbursements shall continue for the earliest of period during which the Executive elects continued coverage under COBRA, but (A) if Executive receives the severance payment under subsection (i), not in excess of 24 months or (b) twelve (12) months following if Executive receives the termination date; severance payment under subsection (ii), not in excess of 30 months. Subject to subsection (iv) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoingabove, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for continued COBRA coveragereimbursement, when COBRA coverage would otherwise end, Executive may elect to extend the COBRA continued coverage under the Company’s health plan until the date that is 24 months from the date of termination as provided in (A) of the preceding sentence or 30 months from the date of termination as provided in (B) of the preceding sentence, as applicable, provided that the Company’s health plan permits such extension and such extension will not cause adverse tax consequences to the Company instead shall pay to or Executive, . These reimbursements will commence on the 60th day following the date of termination and will be paid on the first day payroll date of each calendar month following month, provided that Executive demonstrates proof of payment of the termination date, a fully taxable cash payment equal applicable premium prior to the applicable COBRA premiums for that month. reimbursement payment date. (vi) Executive may, but shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the amounts due Executive pursuant to this SECTION 3.2 shall not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsbe reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual.

Termination by Company without Cause or by Executive for Good Reason. a) If If, during the Employment Term, Company terminates Executive’s agreement is terminated by the Company 's employment without Cause (and not due to death or Permanent Disability) or by Executive resigns for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowReason, Executive shall will be eligible entitled to receive the following (collectively, the “Severance Benefits”):payments and benefits: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, any Accrued Compensation; (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions continued payment of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to without giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for constitutes Good Reason.) for the remainder of the Employment Term; (3iii) Notwithstanding payment of the Transition Payment provided for under, and subject to the terms of any equity plan or award agreement to the contraryof, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements.SECTION 4(B); (4iv) Executive will be eligible for a prorated pro rated incentive bonus payment for the year in which of termination, determined by multiplying (A) the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s target annual incentive bonus target for the year in which or, if no target annual incentive bonus was established for the date of termination occursyear or the target annual incentive bonus for the year was materially reduced so as to constitute Good Reason, multiplied the highest incentive bonus earned within the preceding three years, by (B) a fraction, the numerator of which is the number of days that Executive was employed by from the Company during beginning of the calendar year through the date of termination termination, and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will , which amount shall be made paid in a lump sum within ten days of the date of termination; (v) an additional incentive bonus equal to one-half of the annual incentive bonus paid to Executive on account of the immediately preceding fiscal year, payable at the time Company would otherwise have paid to Executive the annual incentive bonus for the year of his termination; (vi) full and immediate vesting of the Option and any outstanding stock options or other equity-based awards and, in the case of the Option and such other stock options or equity-based awards, the continued right to exercise the options (or other awards) for at least 12 months following the date of termination, but in no event beyond the expiration of the stated term of such option (or other award); and (vii) continuing group health and group life insurance coverage for Executive and, where applicable, Executive's spouse and eligible dependents, at the same benefit levels in effect from time that other employees to time with respect to active senior executives of Company ("Benefit Continuation Coverage"), for the lifetimes of Executive and his spouse and, in the case of Executive's eligible dependents, until such dependent's attainment of the maximum age up to which the Company's plan, as then in effect, covers dependents of Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination dateemployees; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, provided that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumssuch coverage during the Transition Period shall be split between Company and Executive in the same ratio as the cost-sharing in effect under the Company's policies and procedures for Company executives at that time, and the cost of such coverage after the expiration of the Transition Period shall be borne 100% by Executive. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive's spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the reasonable cost of comparable individual or other replacement coverage through the end of the Transition Period. Executive agrees that if he breaches the restrictive covenants set forth in SECTION 12, Company may cease paying Executive amounts otherwise payable under this SECTION 10(B) and will retain its rights to enforce the restrictive covenants and to seek any other remedies available at law.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s 's agreement is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “"Severance Benefits”"): (1) The Company will pay Executive, on the Company’s 's first payment date after Executive’s 's date of termination of agreement, (i) Executive’s 's accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s 's standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “"Accrued Obligations”"). (2) Severance pay in the form of continuation of Executive’s 's final Base Salary for a period of twelve nine (129) months following termination (the “"Severance Payments”"). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s 's regular payment schedule in effect following Executive’s 's termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s 's final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s 's right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s 's stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s 's termination date shall accelerate and deemed to be satisfied as of the date of Executive’s 's termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s 's outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “"Prorated Bonus”"). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s 's bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“"COBRA”"), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve nine (129) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “"COBRA Premium Period”"). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If In the event that Executive’s agreement employment is terminated during the Employment Term by the Company without Cause (and not due pursuant to death or Permanent DisabilitySection 7(a) or by Executive for Good Reason pursuant to Section 7(b), the Company shall compensate Executive complies with his continuing obligations as follows: (i) on the date of termination, the Company shall pay to the Company, Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation and provided that Executive satisfies Equity Grant then due for periods on or prior to the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s effective date of termination of agreement, plus (iB) Executive’s accrued but unpaid salary any Bonus earned and not yet paid through the date of termination, ; (ii) any unreimbursed business within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive payable in accordance connection with the Company’s standard expense reimbursement policies, business of the Company prior to the date of termination; and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan on the date that the Bonus for the Target Year in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For termination occurs would have been payable had Executive remained employed by the avoidance of doubtCompany through such payment date, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as payment of the date of termination. In all other respects, such timePro-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment Rated Bonus for the year Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, based on attainment substantially in the form attached hereto as Exhibit A, of any and all claims against the applicable performance goals for that year, pursuant Company and all related parties with respect to all matters arising out of Executive’s employment by the terms and conditions of the Bonus Plan Company (the “Prorated BonusRelease”). The Prorated Bonus, if earned, will be an amount in cash equal ) and the Release becomes effective (and no longer subject to the Executive’s bonus target for the year in which revocation) within sixty (60) days following the date of termination occurs, multiplied by a fractiontermination, the numerator of Company shall (y) pay to the Executive the Severance Payment (as defined below), which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty Severance Payment shall be paid within five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under business days following the Consolidated Omnibus Budget Reconciliation Act date the Release becomes effective (“COBRA”), the Company will and no longer subject to revocation) and (z) reimburse Executive Executive’s payment of COBRA premiums for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) from the date when Executive becomes eligible for substantially equivalent health insurance coverage of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in connection with new employment or self-employment; or (iii) effect as of the date Executive ceases of termination (or, in the case of a resignation for Good Reason due to be eligible for COBRA continuation coverage for any reason (a reduction in Base Salary, at the “COBRA Premium Period”Base Salary rate in effect immediately prior to such reduction). In the event Executive becomes covered under another group health plan Executive’s employment is terminated without Cause or otherwise ceases to be eligible for COBRA during Good Reason and a Change of Control of the COBRA Premium PeriodCompany occurs within six (6) months of such termination, Executive must immediately notify also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of such event. Notwithstanding the foregoingCode (“Section 105(h)”), if Executive and the Company determines, agree to work together in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay good faith to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use restructure such Special Cash Payments toward the cost of COBRA premiumsbenefit.

Termination by Company without Cause or by Executive for Good Reason. a) If the Company terminates Executive’s agreement is terminated employment without Cause or Executive resigns Executive’s employment for Good Reason, then, conditioned upon Executive’s execution (and non-revocation) of a Non-Solicitation Legal Release within fifty-five days following Executive’s termination of employment and subject to the terms of Paragraph 5 herein, the Company will: (i) pay Executive, in a lump sum within 14 business days following the Release Date, an amount equal to one times Executive’s total average annual cash compensation (Executive’s annual base salary, CIO Compensation and PM Compensation but excluding any portion related to long-term incentive awards) paid or payable to Executive in connection with his last two four-quarter periods immediately prior to the Date of Termination. The annual base salary component of Executive’s severance payment shall equal the greater of the Executive’s annual base salary for the year of the Date of Termination or that for the year preceding the year of the Date of Termination; (ii) make available to Executive three (3) months of outplacement services at no cost to Executive through a provider of such services selected by the Company without Cause (and not due to death or Permanent Disability) or be used by Executive for Good Reason Executive complies with his continuing obligations to at any time during the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):applicable non-solicitation restriction period; (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) arrange to provide Executive and Executive’s dependents with medical, dental and vision insurance benefits owed substantially similar to those provided to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period dependents immediately prior to the Date of Termination; provided that benefits otherwise receivable under this paragraph will be reduced to the extent benefits of the same type are received by or made available to Executive during the twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect month period following Executive’s termination dateDate of Termination of employment (which such benefits Executive undertakes to promptly report to the Company); provided, however and provided further that any such payments that are otherwise scheduled health insurance benefits shall run concurrently with and will be offset against any continuation coverage under Part 6 of Title I of Employee Retirement Income Security Act of 1974, as amended. The amount of the benefits provided pursuant to be made prior this Section 4(c)(iii) during any calendar year may not affect benefits provided in any other calendar year; and (iv) make available to Executive the rights set forth in Section 4(f) of this Agreement, subject to all the requirements set forth in Section 4(f), including but not limited to, Executive being in “good standing” and signing the Non-Compete Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason). (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Reason, Executive complies with his continuing obligations will be entitled to the Companypayments and benefits provided in Section 8(a) hereof and, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowaddition, Executive shall be eligible subject to receive the following (collectivelySection 8(e), the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, provide to Executive (i) Executive’s accrued but unpaid salary through a lump sum amount equal to the date of terminationSeverance Amount, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health the Medical Benefits and welfare benefit plan in which Executive was a participant in accordance with applicable law and (iv) the provisions of such plan (collectively, the “Accrued Obligations”)Equity Vesting Benefits. (2i) The “Severance pay in Amount” will be equal to one times (1x) the form of continuation of Executive’s final current Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good ReasonSalary. (3ii) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive The “Pro Rata Bonus” will be eligible for a prorated bonus lump sum cash payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the ExecutiveParticipant’s bonus annual target for the year in which the date of termination occursbonus, multiplied by a fraction, the numerator of which is pro-rated based on the number of days that Executive the Participant was actually employed by the Company during the applicable performance period in which the Date of Termination occurred; plus (2) any unpaid annual bonus for the year preceding the year of termination and if the denominator relevant measurement period for such bonus concluded prior to the Date of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective DateTermination. (5iii) If The “Medical Benefits” will be provided if the Executive timely elects continued coverage makes a valid election under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the ) to continue their health coverage. The Company will pay or reimburse the Executive for the monthly COBRA cost of continued health such continuation coverage paid by for the Executive and any eligible dependents that were covered under the applicable Company’s health plan care plans immediately prior to Date of the Company pursuant to Section 4980B of the Code until the earliest of (i) Termination for twelve (12) months following the termination date; Date of Termination or until the earliest of (iia) the date when upon which the Executive becomes and/or the Executive’s eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; dependents become covered under similar plans or (iiib) the date upon which the Executive ceases to be eligible for COBRA coverage under COBRA. If this agreement to provide benefits continuation coverage for raises any reason (compliance issues or impositions of penalties under the “COBRA Premium Period”). In Patient Protection and Affordable Care Act or other applicable law, then the event Executive becomes covered under another group health plan or otherwise ceases parties agree to be eligible for COBRA during modify this Agreement so that it complies with the COBRA Premium Period, Executive must immediately notify the Company terms of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumslaws.

Termination by Company without Cause or by Executive for Good Reason. a) If the Company terminates Executive’s agreement is terminated by the Company employment without Cause (and not due to other than by reason of death or Permanent Disability) or by Executive terminates employment with the Company Group for Good Reason Executive complies with his continuing obligations to the CompanyReason, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, then Executive shall be eligible entitled to receive the following following: (collectivelya) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance BenefitsPayment”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in substantially equal installments in accordance with the Company’s standard expense reimbursement policiesregularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), and which initial installment shall include all amounts that otherwise would have been paid under this clause (iiib) benefits owed prior to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a participant pro-rated portion of the Discretionary Bonus, determined in accordance with applicable law and the provisions of such plan Section 1.6 (collectively, the “Accrued ObligationsProrated Bonus”). , payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (2d) Severance pay the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the form of continuation of Executive’s final Base Salary Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following termination the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Severance PaymentsCode”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company will reimburse Executive toward the premiums for the monthly COBRA cost of continued health same coverage paid by Executive under the applicable health plan for active executives of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following from the termination dateTermination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for Release and any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such eventapplicable revocation period has expired. Notwithstanding the foregoing, if the Company determinesmaximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on Release Effective Date and the first day of each such subsequent calendar month following year. Upon a termination by the termination dateCompany without Cause or by Executive for Good Reason, a fully taxable cash payment equal Executive shall have no rights to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsany compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1i) The Company will shall pay Executiveto Executive his earned, on but yet unpaid Base Salary through the Company’s first payment date after Executive’s date Date of termination of agreementTermination, (i) Executive’s accrued any earned, but unpaid salary through Bonus for the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with year prior to the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan year in which Executive was a participant in accordance with applicable law the Date of Termination occurs and any earned, but unpaid vacation pay no later than the provisions 50th business day following the Date of such plan Termination (collectively, the “Accrued Obligations”); and (ii) The Company shall pay to Executive the Bonus that would have been paid to Executive had he remained employed through the end of the fiscal year in which such termination occurs, if any, pro-rated to reflect the number of days Executive was employed during such fiscal year over the number of days in such fiscal year (the “Pro-Rated Bonus”), to be paid in the immediately following fiscal year at such time as the Company customarily pays bonuses, but not later than 2-1/2 months after the end of the fiscal year in which such termination occurs; and (iii) The Company shall pay to Executive a lump sum payment equal to 200% of the sum of Executive’s annual rate of Base Salary and Target Bonus no later than the 50th business day following the Date of Termination; and (iv) The Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment, provided any such reimbursement of business-related expenses shall be made not later than December 31 of the year following the year in which the Executive incurred the expense. In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (v) The Company shall reimburse Executive’s COBRA premiums (less amounts Executive paid for group coverage prior to termination) for the lesser of 18- months following the Date of Termination or the time Executive is no longer eligible for such coverage; and (vi) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; and (vii) Executive shall receive no further benefits or compensation, except as required by this Agreement or by law. (2viii) Severance pay in For purposes of determining the form amounts to be paid to Executive pursuant to this Section 8(a), no reduction of continuation of Executive’s final or change to Base Salary for a period of twelve (12Salary, which would constitute Good Reason under Section 7(d) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on taken into account, regardless of the Company’s regular payment schedule in effect following Executive’s reason for the termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding be paid, and the terms of any equity plan or award agreement Company’s obligation to the contrarypay, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided amounts required under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreementsSection 8(a). (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If If, during the Employment Term, Company terminates Executive’s agreement is terminated by the Company employment without Cause (and not due to death or Permanent Disability) or by Executive resigns for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowReason, Executive shall will be eligible entitled to receive the following (collectively, the “Severance Benefits”):payments and benefits: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, any Accrued Compensation; (ii) any unreimbursed business expenses incurred by Executive payable continued payment of Base Salary in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule payroll practices as in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled from time to be made prior to the Release Effective Date time (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to without giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for constitutes Good Reason.) for the remainder of the Employment Term; (3iii) Notwithstanding payment of the Transition Payment provided for under, and subject to the terms of any equity plan or award agreement to the contraryof, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements.Section 4(b); (4iv) Executive will be eligible for a prorated bonus payment pro rated Annual Incentive Bonus for the year in which of termination, determined by multiplying (A) the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the target Annual Incentive Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which or, if no target Annual Incentive Bonus was established for the date of termination occursyear or the highest Annual Incentive Bonus earned within the preceding three years, multiplied by (B) a fraction, the numerator of which is the number of days that Executive was employed by from the Company during beginning of the calendar year through the date of termination termination, and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will , which amount shall be made paid in a lump sum within ten days of the date of termination; (v) an additional incentive bonus equal to one-half of the Annual Incentive Bonus paid to Executive on account of the immediately preceding fiscal year, payable at the time Company would otherwise have paid to Executive the Annual Incentive Bonus for the year of his termination; (vi) vesting of the Option and the Equity Grant to the extent provided in the Stock Option Agreement or the Restricted Stock Agreement, as applicable; (vii) continuing group health and group life insurance coverage for Executive and, where applicable, Executive’s spouse and eligible dependents, at the same benefit levels in effect from time that other employees to time with respect to active senior executives of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRABenefit Continuation Coverage”), the Company will reimburse Executive for the monthly COBRA cost lifetimes of continued health coverage paid by Executive under and his spouse and, in the applicable health plan case of Executive’s eligible dependents, until such dependents’ attainment of the maximum age up to which the Company’s plan, as then in effect, covers dependents of Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination dateemployees; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, provided that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumssuch coverage during the Transition Period shall be split between Company and Executive in the same ratio as the cost-sharing in effect under the Company’s policies and procedures for Company executives at that time, and the cost of such coverage after the expiration of the Transition Period shall be borne 100% by Executive. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, on an after–tax basis, for a proportionate amount of the reasonable cost of comparable individual or other replacement coverage through the end of the Transition Period; and (viii) Executive’s country club membership in effect as of the Effective Date, including all rights to the initiation deposit, shall be transferred at no cost to Executive (other than any cost related to taxes incurred by the Executive), provided Executive is a member of such club as of the effective date of termination of employment. Executive agrees that if he breaches the restrictive covenants set forth in Section 12, Company may cease paying Executive amounts otherwise payable (and may cease providing the benefits otherwise provided for) under this Section 10(b) and will retain its rights to enforce the restrictive covenants and to seek any other remedies available at law.

Termination by Company without Cause or by Executive for Good Reason. a) If Where the Company terminates Executive’s agreement employment without Cause, and Executive’s employment is not terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) Disability (as defined below), Executive shall will be eligible to receive the following continued payment of Base Salary for nine (collectively, the “Severance Benefits”): (19) The Company will pay Executive, on months according to the Company’s first payment date after normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s date of termination of agreement, (i) employment or self-employment during such period. Executive’s accrued but unpaid salary through eligibility to receive the date of termination, (iiseverance set forth in this Section 4(b) any unreimbursed business expenses incurred by is conditioned on Executive payable in accordance with having first signed the Company’s standard expense reimbursement policies, form severance and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay general release agreement in the form of continuation of Executive’s final Base Salary for a period of twelve provided by the Company and the release becoming irrevocable by its terms within fifty five (1255) months calendar days following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance termination of doubtemployment (or, if applicable, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any date of Executive’s outstanding stock options or other equity awards Separation from Service, as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year term is defined in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”Section 4(g)). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that All other employees obligations of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (this Agreement shall cease. “COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of Good Reason” shall mean: (i) twelve (12) months following material breach of this Agreement or any other agreement between the termination dateCompany and Executive; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage material reduction in connection Executive’s duties or any change in his reporting line (including responsibilities and/or authorities) without prior written consent; (iii) relocation of Executive’s principal place of employment to a place that increases his one-way commute by more than forty (40) miles as compared to his then current place of employment immediately prior to such relocation; (iv) any directive in conflict with new employment Executive’s professional medical obligations or self-employmentotherwise in violation of law or regulation; or (iiiv) a material reduction (at least 10% or more) of Executive’s gross Base Salary (unless pursuant to a salary reduction program applicable to the date Company’s executive employees) or any reduction in Executive’s Annual Bonus target percentage. Executive ceases shall also be entitled to be eligible for COBRA continuation coverage for nine (9) months of accelerated vesting of any reason (the “COBRA Premium Period”). In stock options awarded to Executive in the event Executive becomes covered of termination of employment under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsthis Section.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1i) The the Company will pay Executive, on to Executive within thirty (30) days of the Company’s first Date of Termination in a single lump sum payment date after Executive’s date of termination of agreement, (iA) Executive’s accrued his earned but unpaid salary Base Salary and accrued vacation pay through the date Date of termination, Termination and (B) an amount equal to his then Base Salary less all applicable federal and state payroll tax withholdings (if any); (ii) any unreimbursed business expenses incurred by the Company will maintain in full force and effect, for the continued benefit of Executive payable in accordance with the Company’s standard expense reimbursement policies(and his spouse and/or his dependents, and (iiias applicable) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve eighteen (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (1218) months following the termination date; Date of Termination, the medical, hospitalization, and dental programs in which Executive (iiand his spouse and/or his dependents, as applicable) participated immediately prior to the date when Executive becomes eligible for Date of Termination, at the level in effect and upon substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law same terms and conditions (including, without limitation, Section 2716 contributions required by Executive for such benefits) as existed immediately prior to the Date of the Public Health Service Act)Termination; provided, regardless of whether if Executive elects (or his spouse) is eligible for COBRA coverageMedicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. However, if Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period; (iii) the Company instead shall pay to will reimburse Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal pursuant to the applicable COBRA premiums Company’s policy, for that month. Executive mayreasonable business expenses incurred, but not paid, prior to the Date of Termination; (iv) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company; and (v) all unvested stock options issued to Executive pursuant to the Long-Term Incentive Plan shall vest immediately prior to the Date of Termination and be exercisable by Executive for one (1) year after the Termination Date. Provided however, no payment under this Section 6(a) shall be due or payable to Executive after the Termination Date in the event that Executive shall assert or claim that any part of this Agreement (including but not obligated tolimited to Sections 8, use such Special Cash Payments toward the cost of COBRA premiums9, or 11) is invalid or unenforceable, in whole or in part.

Termination by Company without Cause or by Executive for Good Reason. a) If the Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by the Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s the Company shall pay to the Executive his Base Salary, Performance Bonus and unused vacation pay accrued but unpaid salary or prorated through the date Date of terminationTermination and also any Performance Bonus earned for the year prior to the year of termination but not yet paid, (iiand shall reimburse the Executive pursuant to Section 5(d) any unreimbursed for reasonable business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policiesbut not paid prior to such termination of employment (together, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance PaymentsFinal Compensation”). Subject to Paragraph II(B)(5) below, the Severance Payments The Base Salary and vacation components of Final Compensation shall be made on the Company’s regular payment schedule paid in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (a lump sum as defined below) shall instead accrue and be made on the first regular payroll date soon as practicable following the Release Effective DateDate of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. For such purposes, Executive’s final Base Salary will The Performance Bonus component of Final Compensation shall be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding by multiplying the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as amount of the date of Executive’s termination. For Performance Bonus (if any) the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment would have earned had he remained employed for the full year in which the date Date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied Termination occurs by a fraction, the numerator of which is the number of days during such year that the Executive was employed by the Company during the year of termination and the denominator of which is three hundred 365, and sixty five (365). Payment of the Prorated Bonus will shall be made in a lump sum paid at the same time that other employees times bonuses for the year in which the Date of Termination occurs are paid to executives of the Company are paid their bonuses for generally, but in no event later than two and a half months following the calendar end of the taxable year under in which the Bonus Plan or, if later, the Release Effective Date.Date of Termination occurs; (5ii) If provided the Executive signs and returns a timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)and effective Executive Release of Claims, the Company will reimburse shall pay to the Executive a lump-sum cash payment equal to three times the sum of (A) the Executive’s Base Salary and (B) the Performance Bonus paid to the Executive for the monthly COBRA cost of continued health coverage paid by Executive under year prior to the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the year in which termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or occurs; (iii) provided the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event signs and returns a timely and effective Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium PeriodRelease of Claims, Executive must immediately notify the Company shall maintain in full force and effect, for the continued benefit of such event. Notwithstanding the foregoingExecutive and his eligible dependents, if for a period of three years following the Company determinesDate of Termination the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in its sole discretion, that it cannot reimburse effect and upon substantially the COBRA premiums without potentially incurring financial costs or penalties under applicable law same terms and conditions (including, without limitation, Section 2716 contributions required by the Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coveragehis dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company instead shall pay arrange to Executiveprovide the Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the first day date or dates the Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of each calendar month following the termination date, a fully taxable cash payment equal subsequent employer. Notwithstanding anything to the applicable COBRA premiums for contrary in this Section 8(a)(iii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed $50,000 (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that monthhave been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the three-year anniversary of the Date of Termination; (iv) provided the Executive signs and returns a timely and effective Executive Release of Claims, the Company shall accelerate the vesting of any restricted shares awarded to the Executive pursuant to Section 5(h)(i) and Section 5(h)(ii) such that those shares shall become fully vested and the restrictions shall lapse on the Date of Termination, and with respect to the restricted shares awarded to the Executive pursuant to Section 5(h)(iii), the Company shall accelerate the vesting of 150,000 of any such restricted shares which may then be unvested, and those 150,000 shares shall become fully vested and the restrictions shall lapse on the Date of Termination. Any shares awarded to the Executive maypursuant to Section 5(h)(iii) that have not already vested before the Date of Termination, but is not obligated toother than the shares subject to accelerated vesting on the Date of Termination, use such Special Cash Payments toward if any, shall be forfeited; and (v) provided the cost Executive signs and returns a timely and effective Executive Release of COBRA premiumsClaims, the Company shall accelerate the vesting or lapsing of restrictions of the options and shares of restricted stock, respectively, awarded to the Executive in 2005 and in 2006.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (or by Executive for Good Reason, Executive will be entitled to the payments and not due to death or Permanent Disabilitybenefits provided in Section 8(a) hereof. In addition, and solely in the case of a termination by Company without Cause or by Executive for Good Reason Executive complies with his continuing obligations to the Companythat occurs after six months following Executive’s first day of employment, and provided that further subject to Section 8(d) and subject to Executive’s continued compliance with Section 10 as if Executive satisfies remained employed during the Release Requirement in Paragraph II(B)(4) belowperiod Executive is eligible to receive any severance benefits, Executive shall will be eligible entitled to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, severance benefits: (i) Executive’s accrued but unpaid salary through a lump sum amount equal to the date of terminationSeverance Amount, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health the Medical Benefits and welfare benefit plan in which Executive was a participant in accordance with applicable law and (iv) the provisions of such plan (collectively, the “Accrued Obligations”)Equity Vesting Benefits. (2i) The “Severance pay Amount” will be equal to: (A) if such termination is within two years following a Change in Control of the form of continuation of Executive’s final Company (a “Qualifying CIC Termination”), 12 (twelve) months’ Base Salary for then in effect; or (B) if such termination is not a period of twelve Qualifying CIC Termination, 12 (12twelve) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final months’ Base Salary will be calculated prior to giving effect to any reduction then in Base Salary that would give rise to Executive’s right to resign for Good Reasoneffect. (3ii) Notwithstanding The “Pro Rata Bonus” will be equal to: (A) if such termination is a Qualifying CIC Termination, a prorated Annual Bonus for the terms year of any equity plan or award agreement to termination based on the contrary, period of time elapsed from the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as start of the date applicable performance period through the Date of Executive’s terminationTermination, calculated based on the greater of actual and target performance or (B) if such termination is not a Qualifying CIC Termination, a prorated Annual Bonus for the year of termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination, calculated based on actual performance and payable at the end of the performance period. For the avoidance of doubt, actual performance referred to herein shall be calculated on a basis comparable to the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of ExecutiveCompany’s outstanding stock options or other equity awards as of Named Executive Officers for the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreementssame period. (4iii) The “Medical Benefits” require the Company to provide Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of medical insurance coverage substantially identical to (including the applicable performance goals for cost of coverage) that year, pursuant provided to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees senior executives of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act Act) for: (“COBRA”)A) if such termination is a Qualifying CIC Termination, the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; Date of Termination or (iiiB) if such termination is not a Qualifying CIC Termination, twelve (12) months following the date Executive ceases Date of Termination. If this Agreement to be eligible for COBRA provide benefits continuation coverage for raises any reason (compliance issues or impositions of penalties under the “COBRA Premium Period”). In Patient Protection and Affordable Care Act or other applicable law, then the event Executive becomes covered under another group health plan or otherwise ceases parties agree to be eligible for COBRA during modify this Agreement so that it complies with the COBRA Premium Period, Executive must immediately notify the Company terms of such event. Notwithstanding laws without impairing the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay economic benefit to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If The Company may terminate the Employment Term and Executive’s agreement is terminated by the Company employment at any time without Cause (as defined below), and not due to death or Permanent Disability) or by Executive may terminate the Employment Term and Executive’s employment for Good Reason Executive complies with his continuing obligations (in either case, a “Severance Termination”). If a Severance Termination occurs, subject to Sections 5.5 and 7.10, in addition to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectivelyAccrued Rights, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, Executive (i) a severance payment in an amount equal to one times Executive’s accrued but unpaid salary through the date of terminationthen-current Base Salary, (ii) any unreimbursed business expenses incurred by Executive payable in equal installments in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and normal payroll practices during the provisions 12 months immediately following the date of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation termination of Executive’s final Base Salary employment, (ii) any earned but unpaid Annual Bonus for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, fiscal year immediately preceding the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as fiscal year of Executive’s termination date shall accelerate and deemed of employment, subject to be satisfied as certification of the date of ExecutiveCompany’s termination. For financial results by the avoidance of doubtCompensation Committee, payable when bonuses under the accelerated vesting provided under this section shall not apply annual incentive plan for such fiscal year are paid to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as executives of the date of termination. In all other respectsCompany, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4iii) any Annual Bonus that Executive will be eligible for a prorated bonus payment would have earned for the fiscal year in which the date his termination of termination occursemployment occurred, based on attainment of the applicable performance goals prorated for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days months that Executive was employed by the Company during the in such fiscal year of termination and the denominator of which is three hundred and sixty five (365). Payment subject to certification of the Prorated Bonus will be made in a lump sum at Company’s financial results by the same time that Compensation Committee, payable when bonuses under the annual incentive plan for such fiscal year are paid to other employees executives of the Company are paid their bonuses for the calendar year under the Bonus Plan orCompany, and (iv) if later, the Release Effective Date. (5) If Executive timely elects continued continuation coverage under the Consolidated Omnibus Budget Reconciliation Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), reimbursement for a portion of Executive’s monthly COBRA payment (provided such reimbursement does not result in any penalties for the Company) in an amount equal to the portion of the medical plan premium the Company will reimburse pays for actively employed executives who elect similar coverage plus an additional “gross-up” amount intended to make Executive whole for his federal, state and local tax liability with respect to the monthly COBRA cost amount of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code such reimbursement, until the earliest earlier of (ix) twelve Executive’s eligibility for any such coverage under another employer’s medical plan or (12) months following the termination date; (iiy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new that is 12 months after the termination of Executive’s employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (collectively, the “COBRA Premium PeriodSeverance Payment”). In The COBRA reimbursements described in the event Executive becomes covered under another group health plan or otherwise ceases to immediately preceding sentence shall be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay taxable to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. (a) Severance. If the Company terminates the Executive’s agreement employment for any reason other than Cause (including as a result of the Executive’s death or Disability), or if the Executive terminates his employment for Good Reason, then, provided the Executive (or his legal representative, if applicable) executes the release of claims described in Section 6(b), and subject to Section 6(c), then the Company will promptly pay the Executive, in a lump sum, an amount equal to two times the sum of (i) the Executive’s base salary in effect on such termination date and (ii) the amount of the bonus the Executive would receive under the Company’s Enhanced Fairchild Incentive Program (EFIP), assuming a 100% payout based on the Executive’s base salary and EFIP incentive level in effect immediately prior to such termination (whether or not such a bonus has been or is terminated expected to be paid to other executives or employees of the Company for the fiscal period in which such termination occurs). If EFIP bonuses are later paid to EFIP participants at a level higher than 100% in respect of the last fiscal period during which the Executive had been employed by the Company, then the Company without Cause (and not due shall pay the Executive two times the difference between the amount that would have been paid to death or Permanent Disability) or the Executive had the Executive remained employed by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible been entitled to receive such bonus, and the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, amount determined under clause (ii) any unreimbursed business expenses incurred by above. If at the time of such a termination the EFIP program has been discontinued or replaced, then the amount payable under clause (ii) above shall be the target or actual amount that the Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed is entitled to Executive receive under any qualified retirement plan or health and welfare benefit plan incentive bonus program in which he is then participating. The Executive was a participant in accordance with applicable law will be responsible for all taxes relating to such payments and the provisions Company will make all required withholdings of all such plan (collectivelytaxes. In addition, any of the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior 50,000 deferred stock units awarded to the Release Effective Date (as defined below) shall instead accrue and be made on Executive in connection with his hiring by the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction Company in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements 2004 that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s such termination, and which are not then vested, shall become fully vested and shall be considered to be earned and payable in full, and any deferral or other restrictions on such DSUs shall lapse and such DSUs shall be settled as promptly as is practicable following such termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) The Executive will be eligible responsible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant all taxes relating to the terms such payments and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by vesting and the Company during the year will make all required withholdings of termination and the denominator of which is three hundred and sixty five (365)all such taxes. Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)In addition, the Company will reimburse Executive provide continued medical benefits for the monthly COBRA cost of continued health coverage paid by Executive and his eligible dependents, under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, at the Company’s expense for two years following the effective date of such termination. At the time of such termination, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable Executive in cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsall accrued and unused vacation time.

Termination by Company without Cause or by Executive for Good Reason. a) If Other than in connection with a Change of Control, upon termination of Executive’s agreement is terminated employment by the Company without for any reason other than Cause (and not due to or the death or Permanent Disability) Disability of Executive, or by Executive for Good Reason Executive complies with his continuing obligations to the CompanyReason, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on and provide the Company’s first payment date after following: (i) severance pay in an amount equal to 1.0 times the Executive’s then-current annual Base Salary, such amount to be paid in equal installments over the 12-month period immediately following the date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; (ii) all accrued but unpaid bonuses for any completed fiscal year and accrued vacation pay, expense reimbursement policiesand other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; (iii) benefits owed to the Bonus the Executive under any qualified retirement plan or health and welfare benefit plan would have likely earned during the year in which termination occurs prorated for the period of time within such year the Executive was a participant employed all of which payments will be made in accordance with applicable law and Company’s then existing bonus payment practice for Company’s employees; and (iv) if the provisions Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of such plan 1985, as amended (collectively, the “Accrued ObligationsCOBRA”). (2) Severance , then the Company each month will pay in for the form of continuation of Executive’s final Base Salary COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which from the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan or (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (iiB) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) upon which the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company similar plans of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects any subsequent employer or is eligible otherwise ineligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsCOBRA.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement 's employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Reason: (i) the Company shall pay to Executive complies with his continuing obligations Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; and (ii) The Company shall pay to Executive a payment equal to; [1] $2,500,000 if the termination of employment occurs prior to the fifth anniversary of the Effective Date. At the election of the Company, and provided that the payment set forth in this (ii)[1] may be made in substantially equal monthly installments over the shorter of three years or the remainder of the Employment Period, with interest computed at the Company's cost of capital for the equivalent period; or [2] Base Salary for the period from the Date of Termination through the end of the Employment Period if the termination of employment occurs after an extension of the original five-year term of this Agreement. (iii) the Company shall reimburse Executive satisfies the Release Requirement in Paragraph II(B)(4pursuant to Section 5(c) belowfor reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be eligible entitled to receive the following (collectivelyany other rights, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by compensation and/or benefits as may be due to Executive payable in accordance with the Company’s standard expense reimbursement policies, terms and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectivelyany agreements, plans or programs of the “Accrued Obligations”).Company; and (2v) Severance pay stock options described in the form of continuation of Executive’s final Base Salary for a period of twelve (12Section 5(g) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule and Restricted Shares described in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined belowSection 5(h) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied fully vest as of the date Date of Executive’s terminationTermination. For the avoidance of doubtThe foregoing notwithstanding, the accelerated vesting provided total of the severance payments payable under this section Section 8(a) shall not apply be reduced to any liquidity event or performance-based vesting conditions applicable the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to any of Executive’s outstanding stock options or other equity awards as constitute an "excess" parachute payment under Section 280G of the date Internal Revenue Code of termination. In all other respects1986, as amended (the "Code") and by reason of such time-based stock options and/or other equity awards shall continue excess parachute payment Executive would be subject to be governed by the terms an excise tax under Section 4999(a) of the applicable equity plan and award agreements. (4) Code, but only if Executive will be eligible for a prorated bonus payment for determines that the year in which the date of termination occurs, based on attainment after-tax value of the applicable performance goals for that year, pursuant to termination benefits calculated with the terms and conditions of foregoing restriction exceed those calculated without the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Dateforegoing restriction. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If If, during the Term, the Company terminates Executive’s agreement is terminated by the Company employment without Cause (and not due to death or Permanent Disability) or by Executive voluntarily terminates his employment for Good Reason Executive complies with his continuing obligations to the CompanyReason, and provided that Executive satisfies the Release Requirement each as defined in Paragraph II(B)(4) Section 3.5 below, Executive shall be eligible have no further rights against the Company hereunder, except for the right to receive (in addition to Executive’s rights under any benefit plans in which the following (collectively, the “Severance Benefits”Executive is a participant): (1i) The Company will pay Executive, on Final Pay; (ii) Unpaid Incentive; payment of which shall be made at the same time as any such incentive is paid to other similarly situated executives of the Company’s first payment date (iii) Health Insurance Continuation, as defined in Section 3.5 below, for Executive and his dependents for up to 42 months after Executive’s the date of termination of agreementtermination; provided, (i) Executive’s accrued but unpaid salary through however, that any Health Insurance Continuation otherwise receivable by Executive pursuant to this Section 3.4 will be reduced to the extent other comparable benefits are actually received by Executive during the 42-month period following the date of termination, (ii) any unreimbursed business expenses incurred which benefits actually received by Executive payable in accordance with or his dependents shall be reported to the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”).Company by Executive; (2iv) Severance pay Life and Disability Insurance Continuation, as defined in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) Section 3.5 below, for Executive for up to 24 months after the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination datedate of termination; provided, however however, that any such payments that are Life and Disability Insurance Continuation otherwise scheduled receivable by Executive pursuant to this Section 3.4 will be made prior reduced to the Release Effective Date (as defined below) extent other comparable benefits are actually received by Executive during the 24-month period following date of termination, which benefits actually received by Executive shall instead accrue and be made on reported to the first regular payroll date following the Release Effective Date. For such purposes, Company by Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.; and (3v) Notwithstanding the terms of any equity plan or award agreement Retention Incentive, payable to Executive in a lump sum within thirty days after the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as effective date of Executive’s termination date shall accelerate and deemed to be satisfied of employment except as otherwise provided herein, but in no event sooner than the expiration of the date statutory period permitted for revocation of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such eventwritten release agreement described below. Notwithstanding the foregoing, if the Company determinesreceipt of Health Insurance Continuation, Life and Disability Insurance Continuation, and Retention Incentive under this Section 3.4 is contingent upon: (a) Executive’s execution of a written release agreement (in its sole discretiona form reasonably satisfactory to the Company) containing, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination dateamong other things, a fully taxable cash payment equal general release of claims against the Company; and (b) Executive’s failure to revoke such release within the applicable COBRA premiums statutory period permitted for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsrevocation.

Termination by Company without Cause or by Executive for Good Reason. a) If In the event that Executive’s agreement engagement is terminated during the Engagement Term by the Company without Cause (and not due pursuant to death or Permanent Disability) or Section 8(a), by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Section 8(b), the Company will reimburse elects not to renew the Engagement Term without Cause, or the Executive elects not to renew the Engagement Term for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of Good Reason, then the Company pursuant shall pay and/or provide Executive Accrued Compensation and, subject to Section 4980B Executive executing a release in the form set forth in Exhibit A attached hereto (such release becomes irrevocable within sixty (60) days of termination), the Code until the earliest of Company shall (i) pay to the Executive on the sixtieth (60th) following termination of employment a lump sum amount equal to (a) twelve (12) months following the termination date; of Executive’s Base Compensation, Sign-on Bonus and Minimum 2022 Bonus if this Agreement is terminated prior to December 31, 2022, or (b) Base Compensation and Subsequent Year Minimum Bonus if this Agreement is terminated after December 31, 2022, (ii) provide reimbursement to Executive for the date when COBRA premiums Executive becomes eligible for substantially equivalent pays to maintain health insurance coverage in connection with new employment or self-employment; or through the twelve (12) month anniversary of the date of termination and (iii) cause any equity awards granted prior to the date Executive ceases Effective Date, that are then outstanding and unvested to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases immediately vest and, with respect to be eligible for COBRA during the COBRA Premium Periodall options and stock appreciation rights, Executive must immediately notify the Company of such eventto become fully exercisable. Notwithstanding the foregoing, if Executive’s engagement is terminated or not renewed without Cause or for Good Reason and a Change of Control of the Company determines, occurs within six (6) months after such termination or within twenty-four (24) months prior to such termination (“Change in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service ActControl Termination”), regardless of whether then Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal be entitled to the applicable COBRA premiums for that month. Executive may, but is severance benefits set forth under Section 9(c) and not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsunder this Section 9(b).

Termination by Company without Cause or by Executive for Good Reason. a) Not In Connection with a Change in Control. If the Company terminates Executive’s agreement is terminated by employment without Cause or if Executive resigns his employment for “Good Reason” (as defined below), in either case at any time other than upon the occurrence of, or within the 13 months immediately following, the effective date of a “Change in Control” (as defined below), the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but and unpaid base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (iior in such other form as may be specified by the Company) any unreimbursed business expenses incurred by (the “Release”) within the time period specified therein, but in no event later than 45 days following Executive’s termination, and if Executive payable allows such Release to become effective in accordance with the Company’s standard expense reimbursement policiesits terms, and then (iiii) benefits owed Executive shall be entitled to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay severance in the form of continuation of Executive’s final Base Salary for a period his base salary, at the base salary rate equal to the greater of twelve (12) months following the rate in effect at the time of termination or the rate immediately prior to the event giving rise to Good Reason (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date period of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) 12 months following the termination date; date (the “Severance Period” ), and (ii) the date when Executive becomes eligible for substantially equivalent health Company will pay directly to the insurance coverage in connection with new employment or self-employment; or (iii) provider the date Executive ceases to be eligible premium for COBRA continuation coverage for any reason Executive and Executive’s family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Premium PeriodCoverage”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing; provided that, if the Company determines, in its sole discretion, determines that it cannot reimburse provide the COBRA premiums Coverage without potentially violating applicable law or incurring financial costs or penalties additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide Executive, in lieu thereof, taxable, continued installment payments equal to the COBRA premium, payable on the last day of a given month, for 12 months (measured from the termination date), which payments will be made regardless of whether Executive elects or is eligible for COBRA coveragecontinuation coverage (the “COBRA Bonus”). Notwithstanding the foregoing, the Company instead number of months of COBRA Bonus to be paid, in any case, shall pay be reduced by the number of months of COBRA Coverage previously paid by the Company. The Severance Payments will be subject to Executive, standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any Severance Payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first day of each calendar month following the termination payroll period that follows such effective date, a fully taxable cash payment equal provided, further, that if the 45 day period to execute the applicable COBRA premiums for that monthRelease spans two calendar years, no Severance Payments will be made until the later calendar year. The Company shall thereafter have no further obligations to Executive mayunder this Agreement, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsexcept as otherwise provided by law.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement 's employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s the Company shall pay to Executive his Base Salary and accrued but unpaid salary vacation pay through the date Date of terminationTermination, as soon as practicable following the Date of Termination; (ii) any unreimbursed business the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policiesincurred, and but not paid prior to such termination of employment; (iii) benefits owed if Executive elects not to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and exercise the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date Building Option (as defined below) in accordance with the provisions of Section 10, the Company shall instead accrue pay to Executive an amount equal to his Base Salary through the remainder of the Employment Period in a single lump sum payment within seven (7) days following the Date of Termination; (iv) the Company shall maintain in full force and be made effect, for the continued benefit of Executive, his spouse and his dependents for a period of one (1) year following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination or with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the first regular payroll date following or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the Release Effective Date. For plans and programs of a subsequent employer (such purposescoverage and benefits to be determined on a coverage-by-coverage, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.or benefit-by-benefit, basis); (3v) Notwithstanding the Company shall pay to Executive the bonus to which Executive is entitled under the Performance Plan that Executive earned pursuant to the terms of any equity plan or award agreement the Performance Plan through the Date of Termination within seven (7) days following the Date of Termination; (vi) all options to purchase shares of capital stock of the contrary, the time-based vesting conditions applicable Company granted to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date Executive shall accelerate and deemed to be satisfied fully vest as of the date Date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards Termination and shall continue to be governed by outstanding and exercisable and the terms expiration date of such options shall be extended to the applicable equity plan and award agreements.date one (1) year following the Date of Termination; (4vii) Executive will shall be eligible for a prorated bonus payment for the year entitled to any other rights, compensation and/or benefits as may be due to Executive in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to accordance with the terms and conditions provisions of the Bonus Plan Company's 401(k) plan; and (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by viii) the Company during the year of termination shall eliminate any and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made all restrictions on Executive's ability either to engage in a lump sum at the same time that other employees of any activities, directly or indirectly, in competition with the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, the restrictions set forth in Section 2716 13(c) of this Agreement but not the restrictions set forth in Sections 13(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the Public Health Service Act)severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, regardless as amended (the "Code") and by reason of whether such excess parachute payment Executive elects or is eligible for COBRA coveragewould be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the Company instead shall pay to Executive, on the first day after-tax value of each calendar month following the termination date, a fully taxable cash payment equal to benefits calculated with the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward foregoing restriction exceed those calculated without the cost of COBRA premiumsforegoing restriction.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Reason, Executive complies with his continuing obligations will be entitled to the Companypayments and benefits provided in Section 8(a) hereof and, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowaddition, Executive shall be eligible subject to receive the following (collectivelySection 8(e), the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, provide to Executive (i) Executive’s accrued but unpaid salary through a lump sum amount equal to the date of terminationSeverance Amount, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health the Medical Benefits and welfare benefit plan in which Executive was a participant in accordance with applicable law and (iv) the provisions of such plan (collectively, the “Accrued Obligations”)Equity Vesting Benefits. (2i) The “Severance pay in Amount” will be equal to [ ] times ([ ]x) the form of continuation of Executive’s final current Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good ReasonSalary. (3ii) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive The “Pro Rata Bonus” will be eligible for a prorated bonus lump sum cash payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the ExecutiveParticipant’s bonus annual target for the year in which the date of termination occursbonus, multiplied by a fraction, the numerator of which is pro-rated based on the number of days that Executive the Participant was actually employed by the Company during the applicable performance period in which the Date of Termination occurred; plus (2) any unpaid annual bonus for the year preceding the year of termination and if the denominator relevant measurement period for such bonus concluded prior to the Date of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective DateTermination. (5iii) If The “Medical Benefits” will be provided if the Executive timely elects continued coverage makes a valid election under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the ) to continue their health coverage. The Company will pay or reimburse the Executive for the monthly COBRA cost of continued health such continuation coverage paid by for the Executive and any eligible dependents that were covered under the applicable Company’s health plan care plans immediately prior to Date of Termination for [ ] months following the Company pursuant to Section 4980B Date of the Code Termination or until the earliest of (i) twelve (12) months following the termination date; (iia) the date when upon which the Executive becomes and/or the Executive’s eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; dependents become covered under similar plans or (iiib) the date upon which the Executive ceases to be eligible for COBRA coverage under COBRA. If this agreement to provide benefits continuation coverage for raises any reason (compliance issues or impositions of penalties under the “COBRA Premium Period”). In Patient Protection and Affordable Care Act or other applicable law, then the event Executive becomes covered under another group health plan or otherwise ceases parties agree to be eligible for COBRA during modify this Agreement so that it complies with the COBRA Premium Period, Executive must immediately notify the Company terms of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumslaws.

Termination by Company without Cause or by Executive for Good Reason. a) If Company terminates Executive’s agreement is terminated by the Company 's employment without Cause (and not due to death or Permanent Disability) or by if Executive resigns for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowReason, Executive shall will be eligible entitled to receive the following (collectively, the “Severance Benefits”):payments and benefits: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of terminationany Accrued Compensation, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments amount shall be made on the Company’s regular payment schedule paid in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as a lump sum within 30 days of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements.; (4ii) Executive will be eligible for a prorated bonus payment pro rata Contingent Salary for the year in which the date of termination occurs, (based on attainment of upon the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus Contingent Salary target for the year in which the date of termination occurs, multiplied year) determined by multiplying such amount by a fraction, the numerator of which is the number of days that Executive was employed by from the Company during beginning of the calendar year through the date of termination termination, and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will , which amount shall be made paid in a lump sum within ten days of the date of termination; (iii) continued payment of salary for the salary continuation period specified in Schedule I (the "Salary Continuation Period"), based upon the greater of(1) Executive's Target Salary Rate for the year in which Executive's employment is terminated, or (2) Executive's average Target Salary Rate for the three years preceding the year in which such termination occurs (or all of the preceding years if less than three); (iv) full and immediate vesting of any outstanding restricted stock and of any outstanding stock options or other equity-based awards and, in the case of stock options (or other similar awards) the continued right to exercise the options (or other awards) for at least three months following the date of termination, but in no event beyond the expiration of the stated term of such option (or other award); and (v) continuing group health and group life insurance coverage for Executive and, where applicable, Executive's spouse and eligible dependents ("Benefit Continuation Coverage") during the Salary Continuation Period at the same benefit and contribution levels in effect from time that to time with respect to active similarly situated executives of Company or FTI. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive's spouse and eligible dependents, on an after tax basis, for the actual cost of comparable individual or other employees replacement coverage through the end of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company Salary Continuation Period. The group health portion of Benefit Continuation Coverage will reimburse Executive for the monthly COBRA cost be in addition to and not in lieu of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement is terminated by Company terminates the Company Employment Period without Cause (and not due to death or Permanent Disabilityother than a non-renewal by Company under Section 2) or by if Executive terminates the Employment Period for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowReason, Executive shall be eligible entitled to receive payment of any Base Salary amounts that have accrued but have not been paid as of the Termination Date, and the unpaid Performance Bonus, if any, with respect to the Fiscal Year preceding the Fiscal Year in which the Termination Date occurs (such Performance Bonus, if any, to be determined in the manner that it would have been determined, and payable at the time it would have been payable, under Section 3.2 had there been no termination of the Employment Period). In addition, subject to Section 4.4.2, below, Company shall be obligated to pay Executive (or provide Executive with) the following (collectively, the “Severance Benefits”):benefits as severance: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) six months of Executive’s accrued Base Salary in effect immediately prior to the Termination Date, payable in six equal monthly installments commencing on the Termination Date, such amount to be payable regardless of whether Executive obtains other employment and is compensated therefor (but unpaid salary through the date only so long as Executive is not in violation of termination, Section 5 hereof); (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary then current enrollment (including family enrollment, if applicable) in all health and/or dental insurance benefits set forth in Section 3.3.2 for a period of twelve (12) six months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) belowTermination Date, the Severance Payments shall be made on the Company’s regular payment schedule in effect following with Executive’s termination datecontribution to such plans as if Executive were employed by Company, such contributions to be paid by Executive in the same period (e.g., monthly, bi-weekly, etc.) as all other employees of Company; provided, however however, that any Company may terminate such payments coverage if payment from Executive is not made within ten (10) days after the date on which Executive receives written notice from Company that are otherwise scheduled to such payment is due; and provided, further, that such benefits may be made prior discontinued earlier to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior extent that Executive becomes entitled to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.comparable benefits from a subsequent employer; and (3iii) Notwithstanding the terms of any equity plan or award agreement awards granted to the contrary, the time-based vesting conditions applicable Executive pursuant to Executive’s stock options and/or other equity awards subject to time-based vesting requirements Section 3.5 that are outstanding and have not vested as of Executive’s termination date the Termination Date shall accelerate and deemed to be satisfied as of vest in full upon the date Termination Date. (iv) the amount of Executive’s termination. For the avoidance of doubtPerformance Bonus, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respectsif any, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year Fiscal Year in which the date of Termination Date occurs that would have been payable under Section 3.2 had there been no termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan Employment Period (the “Prorated Bonus”). The Prorated such Performance Bonus, if earnedany, will to be an amount determined in cash equal to the Executive’s bonus target for manner it would have been determined, and payable at the year in which time it would have been payable, under Section 3.2 had there been no termination of the date of termination occursEmployment Period), multiplied by a fraction, the numerator of which is the number of days that Executive was employed by completed months in the Company during Fiscal Year in which the year of termination Termination Date occurs prior to the Termination Date and the denominator of which is three hundred and sixty five twelve; (365). Payment of the Prorated Bonus will v) accrued but unused vacation pay, which shall be made payable in a lump sum at the same time that other employees within thirty (30) days of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Termination Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1i) The Company will shall pay Executiveto Executive his earned, on but yet unpaid Base Salary through the Company’s first payment date after Executive’s date Date of termination of agreementTermination, (i) Executive’s accrued any earned, but unpaid salary through Bonus for the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with year prior to the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan year in which Executive was a participant in accordance with applicable law the Date of Termination occurs and any earned, but unpaid vacation pay within five (5) business days following the provisions Date of such plan Termination (collectively, the “Accrued Obligations”); and (ii) The Company shall pay to Executive the Bonus that would have been paid to Executive had he remained employed through the end of the fiscal year in which such termination occurs, if any, pro-rated to reflect the number of days Executive was employed during such fiscal year over the number of days in such fiscal year, to be paid at such time as the Company customarily pays bonuses (the “Pro-Rated Bonus”); and (iii) The Company shall pay to Executive a lump sum payment equal to 200% of the sum of Executive’s annual rate of Base Salary and Target Bonus; and (iv) the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (v) the Company shall pay Executive’s COBRA premiums (less amounts Executive paid for group coverage prior to termination) for the lesser of 18-months following the Date of Termination or the time Executive is no longer eligible for such coverage; and (vi) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; and (vii) Executive shall receive no further benefits or compensation, except as required by this Agreement or by law. (2ix) Severance pay in For purposes of determining the form amounts to be paid to Executive pursuant to this Section 8(a), no reduction of continuation of Executive’s final or change to Base Salary for a period of twelve (12Salary, Bonus or benefits which would constitute Good Reason under Section 7(d) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on taken into account, regardless of the Company’s regular payment schedule in effect following Executive’s reason for the termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding be paid, and the terms of any equity plan or award agreement Company’s obligation to the contrarypay, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided amounts required under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreementsSection 8(a). (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations Reason, in addition to the CompanyAccrued Benefits, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible subject to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on ’s execution of the Company’s first payment date after Executive’s date standard form of termination separation and release agreement (which shall be in a commercially reasonable form and which shall not impose any additional covenants or restrictions on Executive beyond those described in Section 10 of agreementthis Agreement, (i) Executive’s accrued but unpaid salary through the date provided that such separation and release agreement may include reasonable post-employment cooperation and return of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance Company property obligations consistent with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12separation and release agreement) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to compliance with the terms and conditions of Section 10): (i) the Bonus Plan (the “Prorated Bonus”). The Prorated BonusCompany will pay to Executive an amount, if earnedin a single lump sum, will be an amount in cash equal to two times the sum of the Executive’s (A) current Base Salary, and (B) average annual incentive bonus earned by Executive, if any, for each of the two fiscal years immediately preceding the Date of Termination; provided, however, that if the Date of Termination occurs within two years of the Effective Date, then the amount for purposes of this clause (B) shall not be less than Executive’s target bonus for the fiscal year in which the date Executive’s Date of termination Termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus The payment will be made in a lump sum at with the same time first pay period coincident with or next following the effectiveness of such separation and release agreement, provided that other employees if the review and any revocation period with respect to the separation and release agreement spans two taxable years, the payment will be made with the later of the Company are paid their bonuses for first pay period beginning in the calendar year under second of such taxable years or the Bonus Plan or, if later, first pay period after the Release Effective Date.separation and release agreement becomes effective; (5ii) If the Units granted pursuant to Section 5(h) of this Agreement shall become fully vested; (iii) if Executive timely elects continued group coverage under the Consolidated Omnibus Budget Reconciliation Act (“pursuant to COBRA”), the Company will waive (or reimburse Executive for on a monthly basis for) the monthly COBRA cost of continued health such coverage paid by Executive under to the applicable health plan of extent that such cost exceeds the cost that the Company pursuant to Section 4980B of the Code charges active employees for similar coverage, until the earliest earlier of (iA) twelve the completion of eighteen (1218) months following the termination date; of COBRA coverage, (iiB) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event that Executive becomes covered under another group health plan plan, or (C) the date that Executive’s COBRA coverage otherwise ceases terminates. The Company may modify its obligation to be eligible for COBRA during provide such benefit to the COBRA Premium Periodextent reasonably necessary to avoid any penalty or excise taxes imposed on it under the Patient Protection and Affordable Care Act of 2010, Executive must immediately notify as amended, provided that it does so in a manner that to the extent possible, as determined by the Company in its reasonable discretion, preserves the economic benefit and original intent of such event. Notwithstanding benefit but does not cause such a penalty or excise tax; and (iv) to the foregoing, if the Company determines, in its sole discretion, extent that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 Executive is covered by Company-provided life insurance as of the Public Health Service Act), regardless Executive’s Date of whether Executive elects or is eligible for COBRA coverageTermination, the Company instead shall pay to Executive, on the first day will continue such coverage in effect for 24 months following such Date of each calendar month following the termination date, a fully taxable cash payment equal Termination to the applicable COBRA premiums for that month. Executive maysame extent as such coverage is provided to similarly-situated active executives of the Company, but is not obligated to, use subject to the terms and conditions of such Special Cash Payments toward the cost of COBRA premiums.insurance

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Reason: (i) the Company shall pay to Executive complies with his continuing obligations Base Salary, any unpaid bonus pursuant to Section 5(b) of this Agreement in respect to any completed fiscal year which has ended prior to the CompanyDate of Termination but has not yet been paid as of the Date of Termination, and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination (except with respect to bonus amounts which shall be paid at the same time as bonuses are paid to other senior executives); and (ii) the Company shall pay to Executive a lump-sum payment equal to two times Executive’s average annualized total cash compensation paid or payable (limited to Base Salary and bonus only) for the two (2) preceding fiscal years of the Company ending on or prior to termination as soon as practicable following the Date of Termination; provided, however, that in any case where the Executive was not employed throughout the two fiscal years of the Company ended prior to his Date of Termination, for purposes of determining total cash compensation paid or payable, (A) the total cash compensation for such first fiscal year shall be deemed to equal the sum of (x) initial Base Salary and (y) First Year Bonus, or such higher bonus as was actually paid, and (B) the total cash compensation for such second fiscal year shall be deemed to equal the sum of (x) Base Salary in effect on the Date of Termination, and (y) the actual bonus paid or payable for such fiscal year if the Executive’s Date of Termination is after the date on which his bonus for such fiscal year is paid or accrued; provided, further, that if the Executive has previously given notice of non-renewal with respect to the Employment Period pursuant to Section 2, the payment referred to in this subsection (ii) shall not be made, and in lieu of such payment, the Company shall continue to pay the Executive his Base Salary (as in effect prior to such notice) and all other compensation and benefits as provided that under this Agreement until the expiration of the Employment Period; (iii) the Company shall reimburse Executive satisfies the Release Requirement in Paragraph II(B)(4pursuant to Sections 5(c) belowand 5(g) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be eligible entitled to receive the following (collectivelyall other rights, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by compensation and/or benefits as may be due to Executive payable in accordance with the Company’s standard expense reimbursement policies, terms and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectivelyany agreements, the “Accrued Obligations”). (2) Severance pay in the form plans or programs of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) belowNew Plan, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 under New Plan’s option plans; and (v) to the extent that termination occurs after the first anniversary of the Public Health Service ActGrant Date, the stock options described in Section 5(h) shall fully vest as of the Date of Termination. For purposes of this Agreement, the payments and benefits described in subsections (i), regardless of whether Executive elects or is eligible for COBRA coverage(iii) and (iv) above shall be hereinafter referred to as “Accrued Obligations”. The foregoing notwithstanding, the Company instead total of the severance payments payable under this Section 8(a) shall pay be reduced to the extent the payment of such amounts would cause Executive’s total termination benefits (as determined by Executive’s tax advisor) to constitute an “excess” parachute payment under Section 280G of the Internal Revenue Code of 1986, on as amended (the first day “Code”) and by reason of each calendar month following such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination date, a fully taxable cash payment equal to benefits calculated with the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward foregoing restriction exceed those calculated without the cost of COBRA premiumsforegoing restriction.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Reason: (i) the Company shall pay to Executive complies with his continuing obligations Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; and (ii) the Company shall pay to Executive a payment equal to two times Executive’s average total cash compensation paid (Base Salary and bonus only) for the Companytwo (2) preceding fiscal years of the Company ending prior to termination as soon as practicable following the Date of Termination; (iii) the Company shall reimburse Executive pursuant to Section 5(c) for reasonable expenses incurred, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4but not paid prior to such termination of employment; (iv) below, Executive shall be eligible entitled to receive the following (collectivelyany other rights, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by compensation and/or benefits as may be due to Executive payable in accordance with the terms and provisions of any agreements, plans or programs of the Company’s standard expense reimbursement policies; and (v) any stock options and restricted stock granted to Executive more than one year prior to the Date of Termination (including stock options and restricted stock that vest based on the passage of time, and (iiistock options and restricted stock that vest based on performance) benefits owed shall fully vest as of the Date of Termination. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions extent the payment of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of amounts would cause Executive’s final Base Salary for a period total termination benefits (as determined by Executive’s tax advisor) to constitute an “excess” parachute payment under Section 280G of twelve (12) months following termination the Internal Revenue Code of 1986, as amended (the “Severance PaymentsCode”). Subject to Paragraph II(B)(5) below, the Severance Payments shall and by reason of such excess parachute payment Executive would be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as an excise tax under Section 4999(a) of the date of Executive’s termination. For Code, but only if Executive determines that the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performanceafter-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as tax value of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by termination benefits calculated with the terms of foregoing restriction exceed those calculated without the applicable equity plan and award agreementsforegoing restriction. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If If, during the Employment Term, Company terminates Executive’s agreement is terminated by the Company employment without Cause (and not due to death or Permanent Disability) or by Executive resigns for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowReason, Executive shall will be eligible entitled to receive the following (collectively, the “Severance Benefits”):payments and benefits: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, any Accrued Compensation; (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions continued payment of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to without giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for constitutes Good Reason.) for the remainder of the Employment Term; (3iii) Notwithstanding payment of the Transition Payment provided for under, and subject to the terms of any equity plan or award agreement to the contraryof, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements.Section 4(b); (4iv) Executive will be eligible for a prorated pro rated incentive bonus payment for the year in which of termination, determined by multiplying (A) the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s target annual incentive bonus target for the year in which or, if no target annual incentive bonus was established for the date of termination occursyear or the target annual incentive bonus for the year was materially reduced so as to constitute Good Reason, multiplied the highest incentive bonus earned within the preceding three years, by (B) a fraction, the numerator of which is the number of days that Executive was employed by from the Company during beginning of the calendar year through the date of termination termination, and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will , which amount shall be made paid in a lump sum within ten days of the date of termination; (v) an additional incentive bonus equal to one-half of the annual incentive bonus paid to Executive on account of the immediately preceding fiscal year, payable at the time Company would otherwise have paid to Executive the annual incentive bonus for the year of his termination; (vi) full and immediate vesting of the Option, the Equity Grant, and any other outstanding stock options or equity-based awards; and (vii) continuing group health and group life insurance coverage for Executive and, where applicable, Executive’s spouse and eligible dependents, at the same benefit levels in effect from time that other employees to time with respect to active senior executives of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRABenefit Continuation Coverage”), the Company will reimburse Executive for the monthly COBRA cost lifetimes of continued health coverage paid by Executive under and his spouse and, in the applicable health plan case of Executive’s eligible dependents, until such dependents’ attainment of the maximum age up to which the Company’s plan, as then in effect, covers dependents of Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination dateemployees; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, provided that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumssuch coverage during the Transition Period shall be split between Company and Executive in the same ratio as the cost-sharing in effect under the Company’s policies and procedures for Company executives at that time, and the cost of such coverage after the expiration of the Transition Period shall be borne 100% by Executive. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the reasonable cost of comparable individual or other replacement coverage through the end of the Transition Period. Executive agrees that if he breaches the restrictive covenants set forth in Section 12, Company may cease paying Executive amounts otherwise payable (and may cease proving the benefits otherwise provided for) under this Section 10(b) and will retain its rights to enforce the restrictive covenants and to seek any other remedies available at law.

Termination by Company without Cause or by Executive for Good Reason. a) Not In Connection with a Change in Control. If the Company terminates Executive’s agreement is terminated by the Company employment without Cause (and not due to death or Permanent Disability) or by if Executive resigns his employment for Good Reason Executive complies with his continuing obligations to (as defined below), in either case at any time other than upon the Companyoccurrence of, and provided that Executive satisfies or within the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively13 months immediately following, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s effective date of termination of agreementa Change in Control, (i) the Company shall pay Executive’s accrued but and unpaid base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition to the above, if Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (iior in such other form as may be specified by the Company) any unreimbursed business expenses incurred by (the “Release”) within the time period specified therein, but in no event later than 45 days following Executive’s termination, and if Executive payable allows such Release to become effective in accordance with the Company’s standard expense reimbursement policiesits terms, and then (iiii) benefits owed Executive shall be entitled to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay severance in the form of continuation of Executive’s final Base Salary for a period his base salary, at the base salary rate equal to the greater of twelve (12) months following the rate in effect at the time of termination or the rate immediately prior to the event giving rise to Good Reason (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date period of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan nine (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (129) months following the termination date; date (the “Severance Period”), and (ii) if Executive timely elects COBRA coverage, the date when Executive becomes eligible for substantially equivalent health Company will pay directly to the insurance coverage in connection with new employment or self-employment; or (iii) provider the date Executive ceases to be eligible premium for COBRA continuation coverage for any reason Executive and Executive’s family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Premium PeriodCoverage”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing; provided that, if the Company determines, in its sole discretion, determines that it cannot reimburse provide the COBRA premiums Coverage without potentially violating applicable law or incurring financial costs or penalties additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide Executive, in lieu thereof, taxable, continued installment payments equal to the COBRA premium, payable on the last day of a given month, for 9 months (measured from the termination date), which payments will be made regardless of whether Executive elects or is eligible for COBRA coveragecontinuation coverage (the “COBRA Bonus”). Notwithstanding the foregoing, the Company instead number of months of COBRA Bonus to be paid, in any case, shall pay be reduced by the number of months of COBRA Coverage previously paid by the Company. The Severance Payments will be subject to Executive, standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any Severance Payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first day of each calendar month following the termination payroll period that follows such effective date, a fully taxable cash payment equal provided, further, that if the 45 day period to execute the applicable COBRA premiums for that monthRelease spans two calendar years, no Severance Payments will be made until the later calendar year. The Company shall thereafter have no further obligations to Executive mayunder this Agreement, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsexcept as otherwise provided by law.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement 's employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Reason: (i) the Company shall pay to Executive complies with his continuing obligations a severance payment equal to two times Executive's Base Salary and Bonus plus accrued vacation for the Company12 month period ending on the last day of the month preceding the month Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, and provided that within thirty (30) days following the Date of Termination; (ii) the Company shall reimburse Executive satisfies the Release Requirement in Paragraph II(B)(4pursuant to Section 5(i) belowfor reasonable expenses incurred, but not paid prior to such termination of employment; (iii) Executive shall be eligible entitled to receive the following (collectivelyany other rights, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by compensation and/or benefits as may be due to Executive payable in accordance with the Company’s standard expense reimbursement policies, terms and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectivelyany agreements, plans or programs of the “Accrued Obligations”).Company; (2iv) Severance pay in all of the form shares of continuation Common Stock underlying the Stock Option shall fully vest as of Executive’s final Base Salary for the Date of Termination; PROVIDED THAT if the termination results from a period Change of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) belowControl, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made vesting will occur immediately prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For effectiveness of such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.Change of Control; and (3v) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination shall eliminate any and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made all restrictions on Executive's ability either to engage in a lump sum at the same time that other employees of any activities, directly or indirectly, in competition with the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, the restrictions set forth in Section 2716 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, upon the written election of Executive, in his sole discretion, the total of the Public Health Service Act)benefits payable under this Section 8(a) shall be reduced to the maximum after tax payment (as determined by Executive and agreed to by the Board) to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code. If Executive fails to make the election described in this paragraph, regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following no reduction in the termination date, a fully taxable cash payment equal benefits payable to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsshall be made.

Termination by Company without Cause or by Executive for Good Reason. a) If Company terminates Executive’s agreement is terminated by the Company employment without Cause (and not due to death or Permanent Disability) or by if Executive resigns for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowReason, Executive shall will be eligible entitled to receive the following (collectively, the “Severance Benefits”):payments and benefits: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, any Accrued Compensation; (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base pro rata Contingent Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment opportunity for the year in which the date of termination occurs, and pro rata incentive bonus for the year of termination (based on attainment of upon the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which or, if greater, Executive’s actual incentive bonus for the date preceding year) determined by multiplying the sum of termination occurs, multiplied such amounts by a fraction, the numerator of which is the number of days that Executive was employed by from the Company during beginning of the calendar year through the date of termination termination, and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will , which amount shall be made paid in a lump sum within ten days of the date of termination; (iii) continued payment of salary for the salary continuation period specified in Schedule 1, based upon the greater of (1) Executive’s Target Salary Rate for the year in which Executive’s employment is terminated, or (2) Executive’s average Target Salary Rate for the three years preceding the year in which such termination occurs (or all of the preceding years if less than three); (iv) full and immediate vesting of any outstanding restricted stock and of any outstanding stock options or other equity-based awards and, in the case of stock options (or other similar awards) the continued right to exercise the options (or other awards) for at least three months following the date of termination, but in no event beyond the expiration of the stated term of such option (or other award); and (v) continuing group health and group life insurance coverage for Executive and, where applicable, Executive’s spouse and eligible dependents (“Benefit Continuation Coverage”) during the salary continuation period at the same benefit and contribution levels in effect from time that to time with respect to active senior executives of Company or FTI. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, on an after tax basis, for the reasonable cost of comparable individual or other employees replacement coverage through the end of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company salary continuation period. The group health part of Benefit Continuation Coverage will reimburse Executive for the monthly COBRA cost be in addition to and not in lieu of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. a) If Subject to Section 21, if Executive’s agreement is employment hereunder and the Employment Period are terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) belowReason, Executive shall be eligible entitled to receive the following (collectively, the “Severance Benefits”):payment of: (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) i. Executive’s accrued but unpaid salary Base Salary through the date of termination; ii. any accrued, (ii) unused vacation pay at the rate of Executive’s then Base Salary and any unreimbursed business properly documented reimbursable expenses incurred by Executive owed to Executive; iii. any amount arising from Executive’s participation in, or benefits under any employee benefit plans, programs, or arrangements, which amounts shall be payable in accordance with the Company’s standard expense reimbursement policiesterms and conditions of such employee benefit plans, programs, or arrangements, including without limitation any amount earned under any Bonus Plan or LTIP but not paid prior to the termination (clauses (i), (ii) and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (this Section 5(b), collectively, the “Accrued Obligations”).; (2) Severance pay in the form of iv. continuation of Executive’s final then-current Base Salary for a period of twelve (12) months consecutive months, with the time of payment of such installments, as applicable, commencing as provided below; and v. if such termination occurs before the completion of an applicable measuring period, Executive will receive the full target incentive award amount of the Bonus Plan and LTIP incentive compensation Executive would have received had Executive continued to be employed through the end of such periods, payable at the same time and in the same form of payment that all Bonus Plan and LTIP awards are payable to Bonus Plan and LTIP participants pursuant to the terms specified in the Bonus Plan and LTIP and any applicable award agreements. The amounts described in clause (iv) of this Section 5(b) will commence to be paid to Executive within sixty (60) days following the date of termination, provided that Executive (or, in the event of Executive’s death, Executive’s estate) has executed and delivered to the Company not later than forty-five (45) days following the date of termination an irrevocable general waiver and release of claims in the form provided by the Company to Executive (or, in the event of Executive’s death, Executive’s estate) after Executive’s termination (the “General Release”) and the latest date on which the General Release is subject to revocation has expired. The Accrued Obligations shall be paid no later than as required by law or within thirty (30) days following the date of termination, whichever occurs earlier. As to any amount described in clause (iv) of this Section 5(b) that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), if the sixty (60) day period begins in one calendar year and ends in a second (2nd) calendar year, payment shall always be paid in the second (2nd) calendar year. Once they begin within such sixty (60) day period following termination, the amounts payable pursuant to clause (iv) of this Section 5(b) shall be payable in substantially equal consecutive installments over the twelve (12) month period following the date of termination (the “Severance PaymentsPeriod”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on in accordance with the Company’s regular payment schedule general payroll practices as in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, but in no event less frequently than monthly (with the first such time-based stock options and/or other equity awards shall continue payment being in an amount equal to be governed by the terms of total amount to which Executive would otherwise have been entitled during the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which period following the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”through such payment commencement date). The Prorated Bonus, if earned, will amount(s) payable pursuant to clause (v) of this Section 5(b) shall be an amount in cash equal to paid provided the Executive’s bonus target for the year in which General Release has become effective under its terms on the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365such payment(s). Payment All payments of the Prorated Bonus will be made amounts described in a lump sum at the same time that other employees clauses (iv) and (v) of the Company this Section 5(b) are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. subject to Executive’s (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage or in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during of Executive’s death, Executive’s estate’s) continued compliance with the COBRA Premium Periodprovisions of Sections 6, Executive must immediately notify the Company of such event. Notwithstanding the foregoing7, if the Company determines8, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums23 and 25 hereof.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1i) The the Company will pay Executive, on to Executive within thirty (30) days of the Company’s first Date of Termination in a single lump sum payment date after Executive’s date of termination of agreement, (iA) Executive’s accrued his earned but unpaid salary Base Salary and accrued vacation pay through the date Date of termination, Termination and (B) an amount equal to his then Base Salary less all applicable federal and state payroll tax withholdings (if any); (ii) any unreimbursed business expenses incurred by the Company will maintain in full force and effect, for the continued benefit of Executive payable in accordance with the Company’s standard expense reimbursement policies(and his spouse and/or his dependents, and (iiias applicable) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve eighteen (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (1218) months following the termination date; Date of Termination, the medical, hospitalization, and dental programs in which Executive (iiand his spouse and/or his dependents, as applicable) participated immediately prior to the date when Executive becomes eligible for Date of Termination, at the level in effect and upon substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law same terms and conditions (including, without limitation, Section 2716 contributions required by Executive for such benefits) as existed immediately prior to the Date of the Public Health Service Act)Termination; provided, regardless of whether if Executive elects (or his spouse) is eligible for COBRA coverageMedicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. However, if Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period; (iii) the Company instead shall pay to will reimburse Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal pursuant to the applicable COBRA premiums Company’s policy, for that month. Executive mayreasonable business expenses incurred, but not paid, prior to the Date of Termination; (iv) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company; and (v) all unvested stock options issued to Executive pursuant to the Long-Term Incentive Plan shall vest immediately prior to the Date of Termination and be exercisable by Executive for one (1) year after the Termination Date. Provided however, no payment under this Section 7(a) shall be due or payable to Executive after the Termination Date in the event that Executive shall assert or claim that any part of this Agreement (including but not obligated tolimited to Sections 9, use such Special Cash Payments toward the cost of COBRA premiums10, or 12) is invalid or unenforceable, in whole or in part.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive’s agreement employment is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):Reason: (1i) The Company will pay Executive, on the Company’s first to Executive in a single lump sum payment date after Executive’s date of termination of agreement, (iA) Executive’s pro rata Base Salary and accrued but unpaid salary vacation pay through the date Date of terminationTermination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with as soon as practicable following the Company’s standard expense reimbursement policiesDate of Termination, and (iiiB) benefits owed the product obtained by multiplying the Executive’s Annual Compensation by a factor of 1.5. For purposes of this Agreement, Annual Compensation is the sum of the Executive’s annualized Base Salary and the bonus paid to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and for the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of last twelve (12) months before the Date of Termination. (ii) The Company will maintain in full force and effect, for the continued benefit of Executive (and Executive’s spouse and/or Executive’s dependents, as applicable) for a period of eighteen (18) months following termination the Date of Termination the medical, hospitalization, and dental programs, in which Executive (and Executive’s spouse and/or Executive’s dependents, as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitations contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, if the Executive (or Executive’s spouse) is eligible for Medicare of a similar type of government medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. If Executive (or Executive’s spouse and/or Executive’s dependents) cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive (and Executive’s spouse and/or Executive’s dependents, as applicable) with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (“Severance PaymentsContinued Benefits”). Subject However, if Executive becomes reemployed with another employer and is eligible to Paragraph II(B)(5) belowreceive medical, hospitalization and dental benefits under another employer-provided plan, the Severance Payments medical, hospitalization and dental benefits described herein shall be made on secondary to those provided under such other plan during the applicable period. (iii) The Company will reimburse Executive, pursuant to the Company’s regular payment schedule in effect following Executive’s termination date; providedpolicy, however that any such payments that are otherwise scheduled to be made for reasonable business expenses incurred, but not paid, prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reasonof Termination. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4iv) Executive will be eligible for shall receive a prorated payment under any annual cash incentive bonus payment for the year plan then in which the date of termination occurseffect, based on attainment of the applicable performance goals for that year, pursuant subject to the terms and conditions of the Bonus Plan (the “Prorated Bonus”)set forth below. The Prorated BonusCompany’s current annual cash incentive bonus plan establishes both subjective and objective performance criteria (and for some Executives, if earned, will individual and Company criteria) that must be satisfied for an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company are paid their bonuses for the calendar year under the Bonus Plan or, if later, the Release Effective Date. (5) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code until the earliest of (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases employee to be eligible for COBRA continuation coverage for any reason (the “COBRA Premium Period”)a bonus. In determining whether Executive is entitled to a prorated payment of an annual bonus under this provision, the event Company shall: (i) assume that any subjective or individual performance criteria applicable to the Executive becomes covered have been 100% satisfied; and (ii) with respect to any objective Company performance criteria applicable to the Executive, compare the actual performance of the Company for the respective fiscal year through the end of the month prior to the Date of Termination, against the budget targets for those objective Company performance criteria levels for such period. The performance criteria will then be evaluated under another group health plan or otherwise ceases the terms of the annual cash incentive bonus plan. To the extent such criteria are deemed to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding satisfied in accordance with the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive elects or is eligible for COBRA coverage, the Company instead shall pay and a bonus would be payable to Executive, on such bonus shall be prorated for the first day respective fiscal year through the Date of each calendar month Termination. Such prorated bonus, if any, shall be due and payable within ten (10) days of the Date of Termination. (v) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which Executive is otherwise entitled in accordance with the termination date, a fully taxable cash payment equal to terms and provisions of any plans or programs of the applicable COBRA premiums for that month. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsCompany.