Common use of Termination by Company Without Cause Clause in Contracts

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateearliest date such payment can be made pursuant to Section 13 of this Agreement; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andearliest date such payment can be made pursuant to Section 13 of this Agreement; (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amendedamended (the “Code”); and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.; (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesshares and fifty percent (50%) of the Employee’s then unvested restricted stock units (RSUs) shall immediately vest; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days written notice to Employeeafter giving a Notice of Termination. If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company's sole obligation hereunder shall be entitled to pay or reimburse the followingExecutive (or facilitate a tax qualified rollover of) the following amounts: (i1) a one-time “lump sum” payment the Executive's accrued Base Salary and accrued vacation not paid as of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii2) a onethe Executive's Pro-time “lump sum” payment Rated Bonus Amount; (3) the Executive's vested benefits as of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985Company's benefit, as amended retirement, incentive and other plans; (“COBRA”), within 4) the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until pay the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty Executive one hundred percent (50100%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have Base Salary for twelve (12) months following the Termination Date Date, payable in accordance with the Company's customary policies. The continued payment of the Base Salary hereunder shall be terminated if the Executive is found to exercise have violated any of the covenants set forth in Section 12 herein; (5) any and all monies advanced to the Company by the Executive or expenses incurred by the Executive pursuant to Section 8 through the Termination Date; (6) the Company shall maintain in full force and effect for the continued benefit of the Executive, for a one-year period after the Termination Date, all medical coverage, programs or arrangements in which the Executive was entitled to participate immediately prior to the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such vested shares; provided, however, that in medical plans and programs. In the event of a conflict between that the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) Executive's participation in any such stock option agreement plan or program is barred, the Company shall be more favorable arrange to Employee in provide the Executive, on an after-tax basis, with benefits substantially similar to those which case the provision(sExecutive was otherwise entitled to receive under such plans and programs for such one-year period; and (7) more favorable expenses for outplacement services up to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve a maximum amount of ten thousand dollars (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement$10,000).

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below: (ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination with respect to the Severance Period; (b) Company health benefits coverage then in effecteffect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to an eighteen-month period commencing on the first date of the Severance Period; and (c) a bonus, payable within 30 days of the Company’s receipt of a Release, equal to the product of (i) sixty percent (60%) of Employee’s annualized base salary as of the date on which the which termination of Employee’s services occurs, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed during the then-current calendar year and the denominator of which is 365. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation or bonus amount otherwise payable to the Employee under this Section 7.4 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)); and (B) any base salary and bonus amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary and bonus are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, interpreted consistently with that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementintent.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and; (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.; (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesshares and fifty percent (50%) of the Employee’s then unvested restricted stock units (RSUs) shall immediately vest; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days by delivering written notice to Employee. the Executive at least forty-five (45) days prior to the effective date of such termination. (i) If Employeethe Executive’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasethen, then Employee shall be entitled subject to the following: terms and conditions set forth in this Section 5(e)(i), the Executive shall receive a payment equal to one (i1) a one-time “lump sum” times the Executive’s then current annual Total Cash Compensation as severance pay. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of severance pay (less COBRA premiums is permitted under applicable withholding taxes) in an amount equal to Employee’s annual base salarylaws and regulations, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage pay the COBRA premiums until the earlier of (yA) such time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date Employee is no longer eligible to receive continuation coverage of his termination. For purposes of determining severance pursuant to COBRAthis Section 5(e)(i), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. (ii) In addition to the Executive’s severance calculated in accordance with Section 5(e)(i), the vesting period shall be accelerated for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Company, Motient or their respective affiliates (zcollectively, the “Award Shares”) that were previously awarded to Executive pursuant to any Plan, and any unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. (iii) The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) months from month period subsequent to his termination pursuant to this Section 5(e). Furthermore, the Termination Dateobligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. (iv) Fifty percent The severance pay, COBRA premium payment and accelerated vesting of Award Shares to be provided under this Section 5(e) are referred to herein collectively as the “Termination Compensation.” The Executive shall not be entitled to any Termination Compensation unless (50%i) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions Executive complies with all surviving provisions of any such stock option agreement Confidentiality Agreement by which the Executive is bound, and (ii) the Executive executes and delivers to the Company after a notice of termination, a mutual release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the terms and conditions Company’s obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of this Agreement shall prevail unless his employment. Notwithstanding anything herein to the conflicting provision(s) in any such stock option agreement contrary, no Termination Compensation shall be more favorable paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to Employee be provided under this Section 5(e)(iv) is to be provided in which case part in consideration for the provision(sabove-specified release. (v) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified The Termination Compensation described in this Section 6(b)(iv5(e) modify is intended to supersede any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive shall be disqualified from receiving any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.

Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days by delivering written notice to Employee. the Executive at least forty-five (45) days prior to the effective date of such termination. (i) If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, then, subject to the terms and Employee signs and does not revoke a Releaseconditions set forth in this Section 5(e), then Employee the Executive shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in receive an aggregate amount equal to Employeeone (1) times the Executive’s then current annual base salary, Total Cash Compensation as then in effect, to severance pay. This severance pay shall be paid in accordance substantially equal monthly installments (or such other frequency consistent with the Company’s normal payroll policies practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the CompanyExecutive’s first regular payroll date following employment is terminated by the Termination Date; (ii) a one-time “lump sum” Company without Cause, except as otherwise provided in this Agreement. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of severance pay (less COBRA premiums is permitted under applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus ratelaws and regulations, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage pay the COBRA premiums until the earlier of (yA) such time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date Employee is no longer eligible of his termination. For purposes of determining severance pursuant to this Section 5(e)(i), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. Further, the Executive shall be entitled to receive continuation coverage any Accrued Current Compensation, and to be reimbursed in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. (ii) In addition to the Executive’s severance calculated in accordance with Section 5(e)(i), if the Executive's employment is terminated by the Company without Cause, the vesting period shall be accelerated for all of Executive’s unvested options, shares of restricted stock, or other rights to purchase equity securities of the Company (collectively, the “Award Shares”) awarded to Executive pursuant to COBRAany Plan, or such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. (ziii) The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) months from month period subsequent to his termination pursuant to this Section 5(e). Furthermore, the Termination Dateobligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. (iv) Fifty percent The severance pay, COBRA premium payment and accelerated vesting of Award Shares to be provided under this Section 5(e) are referred to herein collectively as the “Termination Compensation.” The Executive shall not be entitled to any Termination Compensation unless (50%i) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions Executive complies with all surviving provisions of any such stock option agreement Confidentiality Agreement by which the Executive is bound, and (ii) the Executive executes and delivers to the Company after a notice of termination and on or before the last date on which the severance pay is scheduled to commence, a mutual release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the terms and conditions Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of this Agreement shall prevail unless his employment. Notwithstanding anything herein to the conflicting provision(s) in any such stock option agreement contrary, no Termination Compensation shall be more favorable paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to Employee be provided under this Section 5(e)(iv) is to be provided in which case part in consideration for the provision(sabove-specified release. (v) more favorable to Employee shall govern; Except as otherwise provided furtherunder Section 11, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified Termination Compensation described in this Section 6(b)(iv5(e) modify is intended to supersede any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive shall be disqualified from receiving any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.

Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following: (i) a one-time continued base salary for twelve (12) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period; and (ziii) twelve Executive shall become fully vested in the Grant or any Options. (12) months from together, the “Termination DateCompensation”). The Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii). (ivii) Fifty percent Executive shall not be entitled to Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance reasonably acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Termination Compensation, as applicable, (2) Executive must repay any portion of the Termination Compensation, as applicable, already paid to him, to the extent permitted by law, and conditions of (3) the Company may take any such stock option agreement and this Agreementadditional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.

Termination by Company Without Cause. The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company may terminate Employee’s employment without Cause upon thirty (30give notice pursuant to this paragraph 5(f) days written notice to Employeein its sole discretion. If Employee’s the Executive's employment with the Company is terminated by the Company without Causecause pursuant to this paragraph 5(f), the Executive shall continue to receive the Executive’s base salary and bonus, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health coverage until the earlier of (y) the date Employee is no longer eligible to receive insurance continuation coverage pursuant under COBRA for the Executive and the Executive’s eligible family to COBRA, the extent the Executive elects COBRA coverage (or (z) twelve (12) months from continue to contribute the Termination Date. (iv) Fifty percent (50%) employer portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following premium normally paid by the Termination Date to exercise such vested shares; providedCompany for its current employees), however, that in the event of for a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Severance Period which shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred eighty days from the earlier to occur of the date (i) notice of termination is given pursuant to this paragraph 5(f) or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the Severance Period or the Six (6) month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (15th) day of each month in the Severance Period. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this paragraph 5(f) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such stock option agreementbenefits as may be required to be extended under applicable state or Federal law.

Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days written notice to Employeeafter giving a Notice of Termination. If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company's sole obligation hereunder shall be entitled to pay or reimburse the followingExecutive (or facilitate a tax qualified rollover of) the following amounts: (i1) a one-time “lump sum” payment the Executive's accrued Base Salary and accrued vacation not paid as of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii2) a onethe Executive's Pro-time “lump sum” payment Rated Bonus Amount; (3) the Executive's vested benefits as of severance the Termination Date pursuant to the Company's benefit, retirement, incentive and other plans; (4) the Company shall continue to pay the Executive one hundred percent (less applicable withholding taxes100%) in an amount equal to 100% of Employee’s annual bonus ratethe Base Salary for eighteen (18) months following the Termination Date, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than 's customary policies. The continued payment of the Company’s first regular payroll date following Base Salary hereunder shall be terminated if the Executive is found to have violated any of the covenants set forth in Section 12 herein; (5) any and all monies advanced to the Company by the Executive or expenses incurred by the Executive pursuant to Section 8 through the Termination Date; and; (iii6) the same level of health (i.e., medical, vision Company shall maintain in full force and dental) coverage and benefits as in effect for the Employee on continued benefit of the day immediately preceding Executive, for an eighteen (18) month period after the Termination Date, all medical coverage, programs or arrangements in which the Executive was entitled to participate immediately prior to the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such medical plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive, on an after-tax basis, with benefits substantially similar to those which the Executive was otherwise entitled to receive under such plans and programs for such one-year period; (7) the Company shall accelerate the vesting, by twelve (12) additional months, of all unvested stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits and all such benefits shall thereafter be treated as vested benefits pursuant to the respective benefit plan; provided, however, that (A) notwithstanding the Employee constitutes a qualified beneficiaryforegoing, as defined in Section 4980B(g)(1) the acceleration of vesting under this provision shall not apply to any stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits where such options, stock, rights, compensation or similar plan benefits were by the Internal Revenue Code terms of 1986, as amended; and (B) Employee elects continuation coverage pursuant grant thereof or their respective benefit plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the one time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, cliff vesting two or (z) twelve (12) months more years from the Termination Date.grant or issuance thereof; and (iv) Fifty percent 8) expenses for outplacement services up to a maximum amount of ten thousand dollars (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement$10,000).

Termination by Company Without Cause. The Company may terminate EmployeeIf the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If the Executive signs a general release of claims in a form and Employee signs manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke a Release, then Employee shall be entitled to such Release during the following:seven-day revocation period, (i) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in the Executive an amount (the “Severance Amount”) equal to Employeethe Executive’s annual base salary, as then salary for the fiscal year in effect, to which the Date of Termination occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s normal payroll policies no later than practice over 12 months, beginning within 60 days after the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateTermination; provided, however, that (A) if the Employee constitutes 60-day period begins in one calendar year and ends in a qualified beneficiarysecond calendar year, as defined the Severance Amount commence to be paid in the second calendar year. Solely for purposes of Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the obligations contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and (ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and (B) Employee elects vision program for 12 months; provided, however, that the continuation coverage pursuant to of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in if the event of Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a conflict monthly basis during the period covered by this Section 4(b)(ii) an amount equal to the difference between the terms applicable COBRA premium and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless applicable active employees’ rate for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcoverage.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(e)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to receive the following: (i) a one-time “lump sum” severance payment equivalent to three times (3x) the sum of Executive's Base Salary and the greater of either the (i) highest Annual Bonus the Executive received during the three calendar years prior to the Termination Date or (ii) the Executive’s target Annual Bonus in effect for the year in which termination occurs. Such severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to payment shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first 's regular payroll cycle, with the first payment commencing upon the pay date immediately following the Termination Dateeffective date of the Release, if not timely revoked, as described in this Section 5(e), and on a continuing basis until the full amount has been paid; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision if Executive timely and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive and any of the Executive’s dependents that were participating in in such plan immediately prior to COBRAExecutive’s termination (the “COBRA Subsidy”). The Company shall continue to provide Employee with Company-paid health coverage the COBRA Subsidy until the earlier earliest of: (i) the twenty-four (24) month anniversary of the Termination Date, or (yii) the date Employee Executive is no longer eligible to receive COBRA continuation coverage pursuant coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to COBRAcontinue to cover the Executive or the Executive’s dependents under its group health insurance plans, or then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of eighteen (z18) twelve months; and (12iii) months from automatic and immediate vesting of any and all equity benefits including, without limitation, the Initial RSUs, and RSUs under the STIP and the LTIP (all within seven (7) calendar days of the effective date of the Release, as described in this Section 5(e)). The above severance payments, COBRA Subsidy and vesting of all equity benefits under Sections 3(e)(i) through (iii) are collectively referred to as the “Termination Compensation”). Executive shall not be entitled to the Termination Date. (iv) Fifty percent (50%) Compensation unless Executive executes a separation and release agreement which shall include a full waiver and general release of claims in favor of the Employee’s then unvested stock options shall immediately vest Company, in substantially the form and become exercisable substance attached hereto as Exhibit B (the “Release”), and Employee shall have twelve such Release becoming effective, if not timely revoked under the terms thereof, within fifty-two (1252) months days following the Termination Date (the “Release Execution Period”). Such release shall not affect Executive’s right to exercise such vested shares; provideda defense by legal counsel and indemnification, howeverif any, that for actions taken within the scope of Executive’s employment. If the Release Execution Period straddles two taxable years of Executive, then the Company shall pay the Termination Compensation starting in the event second of a conflict between such taxable years (with any missed severance payments being paid to the terms and conditions of any such stock option agreement and this Agreement, Executive on the terms and conditions of this Agreement shall prevail unless first payroll date occurring in the conflicting provision(ssecond calendar year). The Parties hereto acknowledge that the Termination Compensation to be provided under Section 5(e)(i) is to be provided in any such stock option agreement shall be more favorable to Employee in which case consideration for the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementRelease.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause upon thirty (30) days by giving written notice to EmployeeExecutive designating an immediate or future Termination Date. If EmployeeExecutive’s voluntary resignation of employment with the Company is terminated due to a material diminution of Executive’s position, authority, duties or responsibilities or due to any material breach by the Company of this Agreement shall be treated as a termination by Company without Cause; provided that, (a) such voluntary resignation occurs within 65 days following the initial occurrence of such event, (b) Executive provided written notice of such event to the Board and the Chief Executive Officer within 30 days of such event, and (c) the Company failed to cure such event or breach within 30 days of receipt of such written notice from Executive. It shall not be considered a material diminution of Executive’s authority, duties or responsibilities to the extent such authority, duties or responsibilities are changed in accordance with Section 1.2. For purposes of this Agreement, delivery of a notice of non-renewal of the Employment Term by the Company will be considered a termination without Cause effective as of the date that the Employment Term expires as a result of the notice of non-renewal. In the event of a termination without Cause during the Employment Term, Executive shall be eligible to receive the benefits described in Sections 3.3(a) and (b), below (collectively, “Severance Pay”), subject to the requirements set forth in Section 3.6 and Section 3.7. The period over which the amounts in Section 3.3(a)(i) or (a)(ii), as applicable, are payable is referred to as the “Severance Period.” (a) If Executive is terminated without Cause, the Company will provide the following compensation and Employee signs and does not revoke a Release, then Employee shall be entitled benefits to the followingExecutive: (i) a one-time “lump sum” A payment equal to 24 months of severance pay (the Executive’s then current Base Salary, less applicable withholding taxes) in an withholdings. This amount equal to Employee’s annual base salary, as then in effect, to will be paid in accordance with equal installments on each regularly scheduled payroll pay date during the Company’s normal payroll policies no later than the Company’s first regular payroll date following 24 month period that begins on the Termination Date;, subject to Section 3.6. (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of EmployeeThe prior fiscal year’s annual bonus rate, as then payable 100% in effect, to cash and the Supplemental Savings Plan benefits earned through the Termination Date. Such amount will be paid in accordance with equal installments on each regularly scheduled payroll pay date for the Company’s normal payroll policies remainder of the Severance Period, beginning on the date when all other Company executives receive such payments, but in no event later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) March 15 of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from year following the Termination Date. (iviii) Fifty percent Subject to the terms and conditions described herein, the Company will continue to provide Executive (50%) and his spouse and eligible dependents, to the extent they have been provided with coverage on the date immediately prior to the Termination Date and otherwise continue to be eligible for coverage under the terms of the Employee’s then unvested stock options shall immediately vest applicable governing documents) with group medical and become exercisable and Employee shall have twelve (12) dental, for 24 months following the Termination Date. During this 24 month period, the Company will reduce Executive’s cash Severance Pay by his share of the cost of these benefits, which shall be equal to the cost of such benefits for similarly situated employees of the Company. After this 24 month period, Executive (and his spouse and eligible dependents, as applicable) will be eligible for continuation coverage under COBRA or other similar state statute. Notwithstanding the foregoing, the Company may find alternate medical and dental plan coverage if, by law or other restrictions outside the control of the Company, continued coverage under the Company’s health plans is not permitted. (iv) The Company will pay for and provide to Executive outplacement services with an outplacement firm of Executive’s choosing, provided that the Company shall not be responsible to pay for such services to the extent such services (aa) exceed $15,000 or (bb) are provided more than one year following the Release Effective Date to exercise such vested shares; provided(as defined below). (b) If Executive is terminated without Cause, howeverExecutive will receive full vesting credit for any outstanding unvested equity awards. Except as otherwise provided under law, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, or the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee employee benefit plans in which case Executive participates, Executive shall not be entitled to receive any additional compensation or benefits from the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding Company after the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementTermination Date.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by without Cause during the Company without CauseEmployment Term, and Employee signs and does not revoke a Release, then then, subject to Employee’s compliance with Section 8, Employee shall be entitled to (unless such termination occurs under the Change of Control circumstances described in Section 6, in which case Employee shall be entitled to the following:payments and benefits described in such Section 6): (i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in an amount equal to two (2) times the sum of Employee’s annual base salaryBase Salary and 100% of his bonus (based upon the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), as then in effect, such amount to be paid in a single lump sum in accordance with the Company’s normal payroll policies no later than for the Company’s first regular payroll date following the Termination Datepayment of Base Salary; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s Termination Date; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the earlier later of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve twenty-four (1224) months from the Termination Date.. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (ii), it is intended that Employee and his family be entitled to such benefits; (iii) A pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a cash lump sum within 10 (ten) business days following Employee’s Termination Date; (iv) Fifty One hundred percent (50100%) of the Employee’s then unvested stock options Equity Awards shall immediately vest (and any payments in respect of restricted stock units or cash attributable to the value of stock shall be made no later than ten (10) business days after the Termination Date) and, as applicable, become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such all vested sharesEquity Awards in the nature of stock options or similar rights; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement the Equity Plans and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Equity Plans shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv5(b)(iv) modify or extend the Expiration Date expiration date of any stock option Equity Award as set forth in such stock option agreement.the applicable Equity Plan; and

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment employment, without Cause upon thirty (30as defined in Sections 5(a) days written notice to Employee. If Employee’s employment with the in which case Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to pay Executive the following, less withholdings required by law: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal all accrued but unpaid Base Salary to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance all accrued but unpaid vacation pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and; (iii) payment equal to the same previous 2 years’ bonuses paid to Executive, plus a prorated portion of any bonus for the year of Executive’s termination in an amount as provided under the Company’s Bonus Plan assuming a payment at the highest level of health (i.e.participation of the Target Percentage. If a bonus payment was not paid to Executive in any of those previous 2 years, medical, vision and dental) coverage and benefits as in effect for the Employee this amount will be calculated on the day immediately preceding assumption that the Termination Date; provided, however, that bonus paid for any unpaid year was paid in full based upon Executive’s participation level in the bonus plan; (Aiv) a severance amount equal to 24 months of Base Salary; (v) if the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; Executive timely and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant company shall reimburse Executive for the monthly premiums associated with continuation of Executive and his dependents’ insurance coverage. Such reimbursement shall be paid to COBRAthe Executive on the 3rd day of the month immediately following the month in which the Executive timely remits the premium payment. The Company Executive shall continue be eligible to provide Employee with Company-paid health coverage receive such reimbursement until the earlier earliest of (x) the 18 month anniversary of the Termination Date; (y) the date Employee the Executive is no longer eligible to receive COBRA continuation coverage pursuant to COBRA, or coverage; and (z) twelve the date on which the Executive becomes eligible to receive substantially similar coverage from another employer; and (12vi) months from Notwithstanding any provision of any restricted stock agreement that might otherwise be to the contrary, immediate acceleration of all restricted stock awards under the Company’s 2012 Stock Compensation Plan and 2013 Long-Term Incentive Plan, such that all restricted stock awards which have not already vested, shall immediately vest as of the Termination Date. . Prior to, and as a condition to, receiving the payments in this Section 5(d), Executive agrees to execute a full and final release in favor of Company, in a form satisfactory to Company. The above amounts will be paid in a single lump sum not later than fifty two (iv52) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following days after the Termination Date subject to exercise such vested shares; provided, however, that in the event fulfillment of the provision of a conflict between full and final release no later than the terms end of such 52-day period, and conditions shall not be subject to the requirement of mitigation, nor reduced by any actual mitigation by Executive. The right to receive any of the above payments shall be forfeited if the required full and final release has not been received before the end of the 52-day period. The payments referred to in Section 5(d) are inclusive of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall termination and/or severance payments that may be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementrequired under applicable law.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without cause. If EmployeeSubject to the limitations imposed by Internal Revenue Code Section 409A (to the extent they are applicable), if the Executive’s employment with the Company is terminated by the Company without Causecause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salary, as then in effect, salary for a period of twelve (12) months following the effective date of his termination (the “Severance Period”); said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly; (ii) The Executive shall receive a one-time “lump sum” payment for his annual bonus (as contemplated under Section 4(b) of severance pay this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period; (less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period; (iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effecteffect at the time of termination and shall continue to pay the Executive his car lease/allowance payment; (v) During the Severance Period, the Executive shall continue to be paid receive the fringe benefits described on and in accordance with Exhibit X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date, including but not limited to adverse consequences under Internal Revenue Code Section 409A; and (iiivi) With respect to any Equity Award in which the same level Executive has vested as of health the effective date of his termination (i.e.including but not limited to stock options, medicalrestricted stock or similar equity interests awarded to the Executive, vision and dentalor equity awards granted to the Executive in connection with any long-term incentive program in which he has participated as an executive of the Company) coverage and benefits as in effect (the “Equity Awards”) all such Equity Awards will become immediately exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) effective date of the EmployeeExecutive’s then unvested stock options shall immediately vest termination or the latest date that does not give rise to an additional tax under Internal Revenue Code Section 409A. The base salary, annual bonus, contribution towards health care continuation coverage, life and become exercisable disability insurance premiums, Equity Awards exercise period extensions and Employee shall have twelve (12) months following the Termination Date other fringe benefits, including but not limited to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and those on Exhibit X to this Agreement, that the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Executive shall be more favorable eligible to Employee receive during the Severance Period shall be referred to jointly herein as the Severance Compensation. The Executive shall not be entitled to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the Executive executes and delivers to the Company after a notice of termination a release in form and substance acceptable to the Company by which case the provision(s) more favorable Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to Employee the Severance Compensation, which release shall govern; not affect the Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and attorneys fees relating to litigation, judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. The parties hereto acknowledge that the Severance Compensation to be provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in under this Section 6(b)(iv5(e) modify or extend is to be provided in consideration for the Expiration Date of any stock option as set forth in such stock option agreementabove-specified release.

Termination by Company Without Cause. The At any time during the term of this Agreement the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Employee without Cause effective upon thirty (30) days delivery of written notice to the Employee. If Employee’s employment with the Company is terminated Upon any such termination by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company shall be entitled pay to the following: Employee all of the Employee’s accrued but unpaid Salary and vacation pay through the date of termination, and thereafter, the Company: (i) a one-time “lump sum” payment of severance shall continue to pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the Employee his Salary payable in accordance with Section 2(a) for six (6) months from the date of termination, when and as the same would have been due and payable hereunder but for such termination, (ii) shall continue Employee’s health benefits under the Company’s normal payroll policies no later than then health insurance program(s) for six months from the Companydate of termination (or until Employee’s first regular payroll death or the date following on which Employee becomes covered by the Termination Date; health plan of a subsequent employer, to the extent that either of these events occurs earlier). Additionally, if Employee is terminated without Cause, all stock options and restricted stock grants previously granted to him will immediately vest (ii) a one-time “lump sum” payment to the extent not then already vested), and all such stock options shall remain exercisable for the lesser of severance pay (less applicable withholding taxes) in an amount equal to 100% the unexpired term of such options or six months from the date of Employee’s annual bonus ratetermination. All payments made to the Employee pursuant to this Section 3(c) are collectively, referred to herein as then in effect, to be paid in accordance with the Company’s normal payroll policies no later “Severance Payment.” Other than the Company’s first regular payroll date following Severance Payment, the Termination Date; and (iii) Company shall have no further obligation to the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect Employee except for the Employee on obligations set forth in Section 12 of this Agreement after the day immediately preceding the Termination Datedate of such termination; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) shall only be entitled to continuation of the Internal Revenue Code Severance Payments as long as he is in compliance with the provisions of 1986Sections 6 and 7 of this Agreement. Additionally, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible be entitled to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) each month for six-months following the Termination Date to exercise such vested shares; providedtermination of the Employment Period Employee’s monthly portion of the Salary, however, that so long as Employee is in compliance with Sections 6 and 7 of the event of a conflict between the terms Agreement and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to so long as Employee has not been terminated for “Cause,” in which case the provision(s) more favorable to Employee restrictive covenant shall govern; provided further, however, that apply notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date payment of any stock option as set forth in such stock option agreementseverance.

Termination by Company Without Cause. The or by the Executive with Good Reason. If either the Company may terminate Employeeterminates the Executive’s employment without for any reason other than for Cause upon or on account of Disability or the Executive terminates his employment for Good Reason (as hereinafter defined), the Company shall: (i) pay to the Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Causedate of such termination, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” sum cash payment of severance pay (less applicable withholding taxes) in an amount equal to Employee2.99 times the Executive’s then current annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Daterate of Total Compensation; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with or provide the Company’s normal payroll policies no later than Executive the Company’s first regular payroll date following the Termination DateAccrued Obligations; and (iii) pay Executive’s COBRA premiums for continuation coverage under the same level of Company’s group health (i.e., medical, vision and dental) coverage and benefits as in effect plan for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier lesser of (ya) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date date of termination; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for comparable benefits from a subsequent employer. In addition, any vesting, lapse of time, performance condition or similar requirement under any stock option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to exercise the date of such vested shares; provided, however, that in termination and any conditions to the event Executive’s entitlement to any benefits under any of a conflict between such plans or programs shall be deemed to have been satisfied. The Executive shall have “Good Reason” to terminate his employment hereunder within thirty (30) days following his knowledge of any of the terms and conditions events set forth below which have not been cured by the Company within fifteen (15) days following Executive’s written notice of the occurrence of any such stock option agreement events: (A) a material and adverse change in the powers, duties, responsibilities or functions of the Executive as described in Section 2 hereof; or (B) subject to the last sentence of this Agreementparagraph, any material and adverse change in the Executive’s relative position in the Company’s management structure; or (C) without the Executive’s prior written consent, the terms relocation of the Company’s principal executive offices outside the greater Houston, Texas metropolitan area or requiring the Executive to be based other than at such principal executive offices, of the Company; or (D) the failure of the Company to obtain any assumption agreement required by Section 16 hereof; or (E) any reduction in the level of Executive’s Base Salary or Target Bonus, or the failure by the Company to pay the Executive within ten (10) days after a written demand therefore any installment of any previous award of or deferred compensation, if any, which he is due and conditions owing under any employee benefit plan or any deferred compensation program in effect in which the Executive may have participated; or (F) any other material breach of this Agreement shall prevail unless by the conflicting provision(s) in any such stock option agreement shall be more favorable Company. Notwithstanding anything to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified contrary in this Section 6(b)(iv7(e), no change of Executive’s relative position in the Company’s management structure (which does not otherwise materially and adversely change the powers, duties, responsibilities or functions of the Executive as described in Section 2) modify or extend shall constitute Good Reason unless and until the Expiration Date occurrence of any stock option a Change in Control (as set forth defined in such stock option agreementthe Company’s Long Term Incentive Plan), it being understood that prior to a Change in Control, the Chief Executive Officer shall have discretion to make organizational changes affecting the Executive in the interest of effective corporate management as the Chief Executive Officer may determine from time to time.

Termination by Company Without Cause. The Company may terminate EmployeeIf the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If the Executive signs a general release of claims in a form and Employee signs manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke a Release, then Employee shall be entitled to such Release during the following:seven-day revocation period, (i) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in the Executive an amount (the “Severance Amount”) equal to Employee12 months of the Executive’s annual base salary, as then salary for the fiscal year in effect, to which the Date of Termination occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s normal payroll policies no later than practice over 12 months, beginning within 60 days after the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateTermination; provided, however, that (A) if the Employee constitutes 60-day period begins in one calendar year and ends in a qualified beneficiarysecond calendar year, as defined the Severance Amount commence to be paid in the second calendar year. Solely for purposes of Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the obligations contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and (ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and (B) Employee elects vision program for 12 months; provided, however, that the continuation coverage pursuant to of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in if the event of Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a conflict monthly basis during the period covered by this Section 4(b)(ii) an amount equal to the difference between the terms applicable COBRA premium and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless applicable active employees’ rate for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcoverage.

Termination by Company Without Cause. The Company may terminate the Employee’s employment at any time without cause (a “Termination Without Cause”). In the event of a Termination Without Cause, the Employee shall continue to receive the Employee’s base salary (as then in effect) during the twelve (12) month period immediately following the effective date of the Termination Without Cause (the “Severance Period”). In addition to the severance pay described in the preceding sentence, the Employee shall continue, during the Severance Period, to receive all employee health and welfare benefits to which Employee was entitled immediately prior to the Termination Without Cause. Employee agrees and acknowledges, however, that Employee will forfeit the right to receive base salary and benefits during the Severance Period immediately upon thirty the Employee’s breach of any covenant set forth in Section 6 of this Agreement. The Employee’s right to receive any severance payments pursuant to this Section 5(c) is conditioned upon the Employee signing a general release in form and substance satisfactory to the Company under which the Employee releases the Company and its affiliates, together with their respective officers, directors, shareholders, employees, agents and successors and assigns, from any and all claims Employee may have against them as of the date of such release (whether known or unknown), other than claims arising out of (A) this Agreement, (B) the agreements relating to the equity awards granted to Employee or (C) the Amended and Restated Director and Officer Indemnification Agreement between the Company and Employee dated September 30) days written notice , 2015 (the “Indemnification Agreement”). In addition, upon a Termination Without Cause, the vesting of any equity award that is not completely vested as of the effective date of such termination shall immediately be accelerated so that such award becomes vested for that number of shares as to Employee. If which it would be vested if Employee’s employment with were to continue for 12 months following the Company is terminated by effective date of such termination. In addition, the Company without Cause, and Employee signs and does not revoke a Release, then period of time during which Employee shall be entitled to exercise any equity award that is an option shall be extended to the following: earlier of (i) a one-time “lump sum” payment the second anniversary of severance pay such effective date or (less applicable withholding taxesii) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the date on which such option would otherwise expire and terminate in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; terms of such option (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal without giving effect to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, any expiration or termination that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) is based upon the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions termination of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementemployment).

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without cause. If Employeethe Executive’s employment with the Company is terminated by the Company without Causecause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly; (ii) The Executive shall receive a one-time “lump sum” payment for his annual bonus (as contemplated under Section 4(b) of severance pay this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period; (less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period; (iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effecteffect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, in each case, in no event later than the date set forth in Section 4(h). (v) During the Severance Period, the Executive shall continue to be paid receive the fringe benefits described on and in accordance with Exhibit X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company’s normal payroll policies , with such payments and reimbursements being made no later than the Company’s first regular payroll date following the Termination Dateforth in Exhibit X; and (iiivi) With respect to any Equity Award in which the same level Executive has vested as of health the effective date of his termination (i.e.including but not limited to stock options, medicalrestricted stock or similar equity interests awarded to the Executive, vision and dentalor equity awards granted to the Executive in connection with any long-term incentive program in which he has participated as an executive of the Company) coverage and benefits as in effect (the “Equity Awards”) all such Equity Awards will become immediately exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) effective date of the EmployeeExecutive’s then unvested stock options shall immediately vest termination, the latest date upon which the Equity Award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the Equity Award. The base salary, annual bonus, contribution towards health care continuation coverage, life and become exercisable disability insurance premiums, Equity Awards exercise period extensions and Employee shall have twelve (12) months following the Termination Date other fringe benefits, including but not limited to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and those on Exhibit X to this Agreement, that the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Executive shall be more favorable eligible to Employee receive during the Severance Period shall be referred to jointly herein as the Severance Compensation. The Executive shall not be entitled to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the Executive executes and delivers to the Company after a notice of termination, and does not revoke, a release in form and substance acceptable to the Company by which case the provision(s) more favorable Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to Employee the Severance Compensation, which release shall govern; not affect the Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and attorneys fees relating to litigation, judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. The parties hereto acknowledge that the Severance Compensation to be provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in under this Section 6(b)(iv5(e) modify or extend is to be provided in consideration for the Expiration Date of any stock option as set forth in such stock option agreementabove-specified release.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below: (ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination during the Severance Period. (b) Reimbursement of actual COBRA expenses related to any election to continue Company health benefits coverage then in effecteffect under COBRA (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period of eighteen (18) months commencing on the first day of the Severance Period. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.4 shall be paid unless and until Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)) and (B); any base salary amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five (5) business days after, but in no instance prior to, the six (6) month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six (6) month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, interpreted consistently with that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementintent.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause upon thirty (30) days written notice to EmployeeExecutive. If EmployeeExecutive’s employment with the Company is terminated by the Company without terminates other than voluntarily or for Cause, and Employee Executive signs and does not revoke a Release, then Employee then, subject to Executive’s compliance with Section 7, Executive shall be entitled to the followingto: (i) a one-time “lump sum” payment Receive continuing payments of severance pay (less applicable withholding taxes) in an amount at a rate equal to Employee’s annual his base salary, as then in effect, for a period of nine (9) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;policies. (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee Executive on the day immediately preceding the Termination Dateday of the Executive’s termination of employment; provided, however, that (Aa) the Employee Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee Executive with Company-paid health coverage until the earlier of (yi) the date Employee Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve nine (129) months from the Termination Date. (iviii) Fifty percent (50%) Any unvested portion of the Employee’s then unvested stock options Options shall immediately vest and become exercisable and Employee as to that number of shares that would have vested had Executive remained a full-time employee with the Company through the nine (9) month period following the Termination Date and, subject to terms of the 2014 Plan, Executive shall have twelve nine (129) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company Employer may terminate Employee’s employment this Agreement without Cause upon (as defined in section 3.5) at any time by providing the Employee with one (1) month’s written notice during the first year of employment and with one (1) month’s written notice for each complete year of employment by Employee with the Employer, up to a maximum of twelve (12) months’ notice, (the “Employer Notice Period”). During the Employer Notice Period, the Employee shall continue to perform the duties hereunder and the Employer shall continue to pay the Base Salary to Employee. Notwithstanding the foregoing, if the Employer provides the Employee with written notice of termination pursuant to this section 3.3, the Employer will have the option of requiring Employee to immediately vacate the Company Group’s premises and cease performing the duties hereunder. If the Employer so elects this option, then the Employer will be obligated to continue to pay the Base Salary to Employee for the duration of the Employer Notice Period. If this Agreement is terminated by the Employer without Cause, then the Employer’s obligation to compensate the Employee shall in all respects cease as of the Termination Date, except that: (a) the Employer shall pay to the Employee the Accrued Obligations within thirty (30) days written notice to after the Termination Date; and (b) provided that Employee signs and does not timely revoke a mutual, confidential general waiver and release of claims against the Company, Employer, the Company Group, and each of their current and future subsidiaries, affiliates, successors, assigns, officers, directors, employees, consultants, agents, members, and shareholders and mutually against the Employee in a form provided by the Employer, which form shall include, among customary terms and conditions, the survival of Employee. If ’s obligations in Article 4 of this Agreement and the survival and reaffirmation of the Employee’s obligations under the Assignment of Invention Agreement following termination of Employee’s employment with the Company is terminated by Employer (the Company without Cause, and Employee signs and does not revoke a “Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within forty-five (45) days of the time Termination Date (the “Release Period”), then the Employer shall pay to the Employee a lump sum severance payment equal to his then current Base Salary for a period prescribed pursuant to COBRAof six (6) months within sixty (60) days of the Termination Date (the “Severance Payment”). The Company Employee shall continue not be entitled to provide Employee with Company-paid health coverage until the earlier any Severance Payment as set out in this section 3.3 where sections 3.2, 3.4 or 3.5 of (y) the date Employee is no longer eligible this Agreement apply to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event termination of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementemployment.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below: (iA) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination during the Severance Period. (B) Company health benefits coverage then in effecteffect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to an eighteen-month period commencing on the first date of the Severance Period; and Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.4 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)); and (B) any base salary amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, interpreted consistently with that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementintent.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment and this Agreement, at any time, for any reason, without Cause upon thirty (30) days written notice to EmployeeCause. If EmployeeExecutive’s employment with the Company is terminated by the Company without CauseCause and not in connection with a “Change of Control” as described in Section 6(a) below, and Employee signs and does not revoke a Release, then Employee shall be entitled to the followingCompany shall: (i1) pay Executive (in a onesingle lump-time “lump sum” sum payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with applicable law) any earned, but unpaid, Base Salary and accrued, but unused paid vacation to which he is entitled through the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateof termination; (ii2) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in Executive an amount equal to 100% of Employee’s annual bonus rate, as then in effect, the Base Salary over the 12-month period immediately following the date of termination (such amount to be paid in accordance with equal installments on the Company’s normal regularly scheduled payroll policies no later than dates), with the first payment, which shall be retroactive to the day immediately following the date Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date Executive’s employment terminates; (3) cause such number of shares subject to any unvested stock options and such number of shares of restricted stock, restricted stock units or other awards made under the Equity Plan as would have vested over the one-year period beginning on the date of termination to vest and, in the case of awards requiring exercise or settlement, become exercisable or settled, as applicable, as of the date of Executive’s termination; provided that with respect to restricted stock units granted under the Equity Plan that ▇▇▇▇▇ ▇▇▇▇ beyond the one-year period beginning on the date of termination, such cliff vesting will be disregarded for these purposes, and, instead, such number of restricted stock units as would have vested monthly over the vesting period from the date of grant until the first regular payroll anniversary of the date following of termination will become vested as of the Termination Datedate of termination. (4) pay Executive the annual incentive award to which he is entitled, if any, under the Incentive Plan for the fiscal year in which termination occurs, based on actual performance (disregarding any requirement that he be employed through the end of the determination period or on the date the payment is made), and pro-rated through the date of termination, which shall be paid at the same time bonuses for such year are paid to active employees under the terms of the Incentive Plan; and (iii5) if Executive timely elects to continue his health coverage pursuant to the federal law commonly referred to as COBRA (“COBRA”) following the termination of his employment, pay the monthly premiums for such coverage (including any premium for coverage of Executive’s spouse and eligible dependents) until the earliest of the date (i) the same level of maximum period permitted under COBRA expires, or (ii) Executive commences receiving substantially equivalent health (i.e., medical, vision and dental) insurance coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Dateconnection with new employment; provided, however, that (A) if the Employee constitutes foregoing arrangement could subject the Company or Executive to tax or penalty, the Company shall, in its sole discretion, have the option to cease paying for such coverage and, in lieu thereof, pay Executive a qualified beneficiary, as defined in Section 4980B(g)(1) monthly amount equal to the monthly amount it had been paying for such premiums for the remainder of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend 5(c)(5); After payment of the Expiration Date of any stock option as set forth termination benefits described in such stock option agreementthis Section 5(c), the Company’s obligations under this Agreement will cease.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-Company may in its sole discretion terminate this Agreement at any time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal without Cause. If Company does so during the Term, subject to EmployeeExecutive’s annual base salary, as then in effect, execution and delivery to be paid in accordance with the Company’s normal payroll policies , no later than the Company’s first regular payroll date 60th day following the Termination Date; date on which Executive’s employment is terminated, of (iiA) an irrevocable legal release in a one-time form substantially similar to Exhibit B, so as to ensure a final, complete and enforceable release of all claims that Executive has or may have against Company relating to or arising in any way from Executive’s employment with Company and/or the termination thereof, (B) an acknowledgement of Executive’s continuing obligations under the Confidentiality Agreement, and (C) an agreement, in a form reasonably satisfactory to Company, to treat as Confidential Information of Company the circumstances of Executive’s separation from Company and compensation received by Executive in connection with that separation (the “lump sum” payment of Release”), Company shall pay Executive severance pay (less applicable withholding taxes) in an amount compensation equal to 100% 12 months of EmployeeExecutive’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Datemost recent base salary contemplated under Section 2(a); provided, however, that (A) if Executive’s termination by the Employee constitutes Company without Cause occurs within the 12-month period commencing on the date a qualified beneficiaryChange of Control is consummated, as defined set forth in Section 4980B(g)(1) 10(g), the severance compensation shall equal 12 months of Executive’s most recent base salary contemplated under Section 2(a), plus the Internal Revenue Code maximum Performance Bonus that may be earned by Executive for such fiscal year (the “Change of 1986, as amended; and (B) Employee elects continuation coverage pursuant Control Severance Payment”). If Executive fails to timely deliver to the Consolidated Omnibus Budget Reconciliation Act of 1985Company the Release, as amended (“COBRA”)Executive shall forfeit and shall have no right to receive, within and the time period prescribed pursuant to COBRA. The Company shall continue have no obligation to provide Employee with Company-paid health coverage until pay, the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Dateseverance compensation provided under this Section 10(f). (ivii) Fifty percent The severance compensation set forth in subsection (50%i) of the Employeeabove, less applicable withholdings and deductions, shall be payable in equal installments in accordance with Company’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesstandard payroll practice; provided, however, any Change of Control Severance Payment shall be payable in a single lump sum payment within 30 calendar days of Executive’s termination. If Company terminates this Agreement at any time without Cause during the Term under this subsection, pays Executive all salary and vacation compensation earned and unpaid as of the termination date, and offers to pay Executive severance compensation in the amount and on the terms specified above, Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Executive has or may at any time have for compensation or payments of any kind from Company arising from or relating in whole or part to Executive’s employment with Company and/or this Agreement (including without limitation any bonus(es) under Section 2(b). Because this subsection is intended to provide compensation to enable Executive to support herself in the event of Executive’s loss of employment under certain circumstances specified herein, Executive’s right to the Change of Control Severance Payment under this subsection shall not be triggered by a conflict between Change of Control (as defined below) unless Executive’s employment is terminated pursuant to this subsection within the terms 12-month period commencing on the date such Change of Control is consummated. “Change of Control” means any transaction or series of related transactions (A) the result of which is that any “person” (as such term is used in Sections 13(d) and conditions 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or persons controlling, controlled by or under common control with such person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of more than 50% of the issued and outstanding Voting Stock (as defined below) of Company, (B) that results in the sale of all or substantially all of the assets of Company, or (C) that results in the consolidation or merger of Company with or into another corporation or corporations or other entity in which Company is not the surviving corporation (except any such corporation or entity controlled, directly or indirectly, by Company). As used herein, the term “Voting Stock” will mean and include (I) any capital stock of any such class of Company (“Common Shares”) that has the right to vote on all matters submitted to holders of Common Shares, and (II) any security, right, option, warrant or agreement convertible into or exercisable to obtain any Common Shares or capital stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementclass that has the right to vote on all matters submitted to holders of Common Shares.

Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following: (i) a one-time continued base salary for nine (9) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of nine (9) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the Option Grant (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii). (ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance reasonably acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non- CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict such taxable years, regardless of which taxable year Executive actually delivers the executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to him, to the extent permitted by law, and (3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the Severance Period, Executive will only be entitled to receive an amount equal to the difference between his new base salary and his continued base salary from the terms and conditions of any such stock option agreement and this Agreement, Company. He will not be entitled to his continued base salary from the terms and conditions of this Agreement shall prevail unless Company if his new base salary is equal to or exceeds his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.

Termination by Company Without Cause. The Company may terminate If Employee’s employment without with the Company is terminated either by the Company Without Cause upon [*], the Company will, within thirty (30) days written notice of such termination, pay to Employee [*] (less such deductions and withholdings as are required by law) all Accrued Amounts determined as of and through the effective date of either such termination of Employee’s employment with the Company. If Employee’s employment with the Company is terminated either by the Company without CauseWithout Cause [*], and Employee signs and does not revoke a Release, then Employee shall be entitled in either case prior to the following: (i) a one-time “lump sum” payment expiration of severance pay (less applicable withholding taxes) in an amount equal the Term, subject to Employee’s annual base salarycontinued compliance with Section 4 and Employee executing and not revoking a Release (as defined below), as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date Company shall pay and [*] following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% such termination of Employee’s annual bonus rateemployment, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and and (iii) [*] would otherwise be payable under the same level applicable provisions of health this Agreement as if Employee’s termination of employment with the Company had not occurred (i.e.collectively, medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date“Severance Payments”); provided, howeverthat, that the first payment of Severance Payments shall not be paid or provided until the thirtieth (A30th) day (or the sixtieth (60th) day if Employee constitutes a qualified beneficiary, is provided forty-five (45) days pursuant to applicable law to consider the Release (as defined in Section 4980B(g)(1below)) following the date of termination and shall include payment of any amounts that would otherwise be due hereunder prior thereto. Additionally, if Employee’s employment with the Internal Revenue Code of 1986Company is terminated either by the Company Without Cause [*], as amended; and (B) Employee elects continuation coverage pursuant provided the Company is able to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide cover Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between his dependents under the terms and conditions of the Health Insurance plans (including without limitation, Section 2716 of the Public Health Service Act), the Company shall provide and extend to Employee and his dependent family members the continued ability to participate in the Health Insurance, with the same coverage levels and on the same terms and conditions, in and under which Employee and his dependent family members participated immediately prior to any such stock option agreement termination of Employee’s employment with the Company; provided, that Employee’s and this Agreement, his dependent family members eligibility to participate in the Health Insurance shall cease upon the earlier of (i) the date Employee and his dependent family members becoming eligible to participate in similar plans sponsored by a subsequent employer and (ii) the expiration of such coverage under the terms and conditions of the Health Insurance plans. Employee shall be responsible for all costs associated with such coverage. As a condition of receiving the Severance Payments set forth under this Paragraph 6(d), Employee shall sign a general release of claims as against the Company, its affiliates, and their officers, directors and employees in substantially the form attached hereto as Exhibit A (the “Release”) within twenty-one (21) days (forty-five days (45) for a group termination) following Employee’s last day of employment with Company and Employee shall not have revoked such Release within the applicable revocation period, if any. If Employee does not sign the Release or Employee signs the Release and revokes or rescinds it, Employee shall not be entitled to receive any compensation under the provisions of this Agreement shall prevail unless after the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date date of any stock option as set forth in such stock option agreementtermination.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in the paragraph following Section 5(e)(iii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to receive the following: (i) a one-severance payment equivalent to one time “lump sum” (1.0x) the sum of Executive’s Base Salary and the Executive’s target Annual Bonus in effect for the year in which termination occurs. Such severance payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to shall be paid in equal installments over a one (1) year period in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll cycle and subject to applicable withholdings, with the first payment commencing upon the pay date immediately following the Termination Dateeffective date of the Release, if not timely revoked, as described in this Section 5(e), and on a continuing basis until the full amount has been paid; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision if Executive timely and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive, provided Executive was participating in in such plan immediately prior to COBRAExecutive’s termination (the “COBRA Subsidy”). The Company shall continue to provide Employee with Company-paid health coverage the COBRA Subsidy until the earlier earliest of: (i) the twelve (12) month anniversary of the Termination Date, or (yii) the date Employee Executive is no longer eligible to receive COBRA continuation coverage pursuant coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to COBRAcontinue to cover the Executive under its group health insurance plans, or (z) then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of twelve (12) months from months; and (iii) automatic and immediate vesting of any and all then outstanding equity benefits, including without limitation, the Signing RSUs, RSUs granted pursuant to the Annual Equity Grants, and any additional RSUs granted pursuant to any other equity incentive plans as may be in effect at such time, within seven (7) calendar days of the effective date of the Release, as described in this Section 5(e). The above severance payments, COBRA Subsidy and vesting of all equity benefits under Sections 5(e)(i) through (iii) are collectively referred to as the “Termination Compensation”. Executive shall not be entitled to the Termination Date. (ivCompensation, pursuant to this Section 5(e) Fifty percent (50%) or any other provision of Section 5 hereof, unless and until Executive executes a separation and release agreement which shall include a full waiver and general release of claims in favor of the Employee’s then unvested stock options shall immediately vest Company, in substantially the form and become exercisable substance attached hereto as Exhibit B (the “Release”), and Employee shall have twelve such Release becoming effective, if not timely revoked under the terms thereof, within fifty-two (1252) months days following the Termination Date (the “Release Execution Period”). Such release shall not affect Executive’s right to exercise such vested shares; provideda defense by legal counsel and indemnification, howeverif any, that for actions taken within the scope of Executive’s employment. If the Release Execution Period straddles two taxable years of Executive, then the Company shall pay the Termination Compensation starting in the event second of a conflict between such taxable years (with any missed severance payments being paid to the terms and conditions of any such stock option agreement and this Agreement, Executive on the terms and conditions of this Agreement shall prevail unless first payroll date occurring in the conflicting provision(ssecond calendar year). The Parties hereto acknowledge that the Termination Compensation to be provided under Section 5(e)(i) is to be provided in any such stock option agreement shall be more favorable to Employee in which case consideration for the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementRelease.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause upon thirty (30) days written notice to EmployeeExecutive. If EmployeeExecutive’s employment with the Company is terminated terminates other than voluntarily by the Company without Executive or for Cause, and Employee Executive signs and does not revoke a ReleaseRelease as defined below, then Employee then, subject to Executive’s compliance with Section 7, Executive shall be entitled to the followingto: (i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in an amount at a rate equal to Employee’s annual his base salary, as then in effect, for a period of 90 days from the date of such termination, to be paid either periodically in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following or in a lump sum payable within thirty (30) days of the Termination Date;, at the Executive’s election, as long as such severance payment is made in compliance with Sections 16(j) and (k). No severance payment will be made which is not compliant with IRC Section 409A and IRC Section 280G. (ii) a oneContinuation of certain legally-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of allowed health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee Executive on the day immediately preceding the Termination Dateday of the Executive’s termination of employment; provided, however, that (Aa) the Employee Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amendedIRC; and (Bb) Employee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee Executive with Company-paid health coverage until the earlier of (yi) the date Employee Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve three (123) months from the Termination DateDate and Executive shall pay the same contribution for the COBRA coverage as of the time of termination and the Company shall subsidize the balance of the premiums. (iviii) Fifty percent (50%) of Any Stock Options subject to vesting through the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified following the Termination Date shall become vested as of the Termination Date, while all remaining unvested Stock Options shall be forfeited. Notwithstanding the foregoing, if Executive is terminated by the Company for failure to meet the expectations of the Board concerning the performance of the Executive’s duties outlined in this Agreement, but in the determination of the Board the Executive has made a good faith effort to perform such duties and has not taken any action or made any omission that would otherwise fall under the definition of “Cause” under Section 6(b)(iv13(a)(i)-(iv) modify or extend below, then the Expiration Date of any stock option as set forth severance pay outlined in such stock option agreement(i) through (iii) herein above shall be limited to three (3) months.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If EmployeeSuch termination shall constitute the Executive’s resignation from the Boards and termination of his employment with the Company on the 30th day following the Executive’s receipt of such notice. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon his last day of employment. Subject to Section 5(l) below, if the Executive’s employment is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual base salaryhis Base Salary for a period of twenty four (24) months following the Separation From Service (the “Severance Period”), as then in effect, with such amount to be paid to the Executive in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datesubstantially equal installments bi-weekly; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall receive an amount equal to 100% of Employee’s annual bonus ratetwo (2) times his Target Bonus, as then in effect, with said amount to be paid to the Executive over a period of twenty four (24) months in 24 equal installments, with each payment being made on the first business day of each calendar month, with the first payment being made in the month following the month in which the Separation From Service occurs; (iii) The Executive shall receive a lump sum payment for his annual bonus (as contemplated under Section 4(b) of this Agreement), which shall be equal to the product of (A) the Target Bonus for the bonus year in which the Executive’s Separation From Service occurs multiplied by (B) a fraction, the numerator of which will be the number of days elapsed from the beginning of the annual bonus determination period to the date of the Separation From Service, and the denominator of which will be 365, payable within 30 days following the date the Separation From Service occurs, with such payment date within such time period within the Company’s sole discretion; (iv) During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s (including his dependents’) group health plan (including medical and dental) coverage by contributing an amount equal to the amount paid by the Company towards its “group health plans” (within the meaning of ERISA) for active Company employees towards the Executive’s (including his dependents’) COBRA premium, but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period, provided that, to the extent COBRA continuation coverage eligibility expires before the end of the Severance Period, the Executive will receive payment, on an after-tax basis, of an amount equal to the premium the Company would have otherwise contributed to COBRA coverage pursuant to this Section 5(e)(iv); provided that to the extent that the foregoing medical and dental benefits are taxable to the Executive, any medical or dental reimbursements shall be paid to the Executive promptly but in all events on or before the last day of the Executive’s taxable year following the taxable year in which the expense is incurred and provided further that any tax gross-up payment to the Executive pursuant to this Section 5(e)(iv) shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the Executive (or the Company) remits the related taxes; (v) Any Equity Award and outstanding LTI Award held by the Executive as of the effective date of his termination will immediately become fully vested as of such date and, as applicable, stock options subject to such awards shall remain exercisable for the period beginning on the effective date of the Executive’s termination and ending on the sooner of twenty four (24) months from the effective date of the Executive’s termination, the latest date upon which the award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the award, and any Cash LTI shall be paid within 30 days following the date the Separation from Service occurs; (vi) (A) if terminated prior to June 30, 2011, the Incremental Capstone will immediately become fully vested as of the effective date of termination, as if Executive remained continuously employed by the Company through June 30, 2011, (B) if terminated prior to June 30, 2012, Executive will be entitled to receive, within thirty (30) days of such termination, payment in the amount of Cash LTI, fully vested, that would have been granted if Executive had remained employed by the Company through June 30, 2012 (based on his Base Salary in effect at the time of termination), and (C) Executive shall receive, at the time annual LTIP awards are made, the pro rata portion of the Plan LTI (determined using a fraction the numerator of which will be the number of days elapsed from the beginning of the applicable fiscal year to the date of termination, and the denominator of which will be 365) that would have been granted in accordance with Section 4(i), if any, if Executive remained employed by the CompanyCompany until the end of the fiscal year that includes the date of termination, with any time based vesting criteria (but not performance vesting criteria) deemed to be satisfied and stock options subject to such Plan LTI award remaining exercisable for the period beginning on the effective date of the Executive’s normal payroll policies no later than termination and ending on the Companysooner of twenty four (24) months from the effective date of the Executive’s first regular payroll termination, the latest date following upon which the Termination Datestock option would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the stock option; and (iiivii) The Accrued and Other Obligations (as defined in Section 5(c) above). The benefits and compensation described in Sections 5(e)(i) through (vi) that the same level Executive shall receive is referred to jointly herein as the Severance Compensation. The Company shall not be obligated to pay or provide to the Executive any Severance Compensation due and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Datethis Agreement; provided, however, that (A) before the Employee constitutes a qualified beneficiaryCompany ceases paying or providing any such Severance Compensation, as defined in Section 4980B(g)(1) the Company shall give the Executive written notice of the Internal Revenue Code of 1986event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Severance Compensation shall continue to be paid or provided as amended; set forth herein. Whether the Executive has willfully and (B) Employee elects continuation coverage pursuant materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Severance Compensation shall be paid to the Consolidated Omnibus Budget Reconciliation Act of 1985Executive until he executes and delivers to the Company, as amended (“COBRA”), within and does not revoke in the time period prescribed pursuant provided therein, the release attached hereto as Exhibit A. Upon the Executive delivering and not revoking such Release, DFG and DFC agree to COBRAexecute and promptly deliver the Release attached hereto as Exhibit B to the Executive. The Company If the Executive delivers and does not revoke the Release in the time period provided therein, the Severance Compensation shall continue be due and payable to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shareshim; provided, however, that such Release shall not be effective as a release of claims until the Company delivers the Release attached hereto as Exhibit B to the Executive. The parties hereto acknowledge that the Severance Compensation to be provided under this Section 5(e) is to be provided in consideration for the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified release. The Severance Compensation described in this Section 6(b)(iv5(e) modify supersedes any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive acknowledges and agrees that he is not eligible to receive any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.

Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following: (i) a one-time continued base salary for nine (9) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of nine (9) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the Option Grant and the RSU Grant (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii). (ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non-CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and conditions the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any such stock option agreement time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to him, and this Agreement(3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by Parent or the Company without CauseCause at any time after the Probation Period and during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement (including Section 7.8) and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below: (ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination during the Severance Period. Employment Agreement – Guohua Sun (b) Reimbursement of actual COBRA expenses related to any election to continue Company health benefits coverage then in effecteffect under COBRA (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period of eighteen (18) months commencing on the first day of the Severance Period. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.4 shall be paid unless and until Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)) and (B); any base salary amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five (5) business days after, but in no instance prior to, the six (6) month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six (6) month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code and shall be interpreted consistently with that intent. For purposes of 1986clarity, as amended; and (B) Employee elects continuation coverage pursuant to if the Consolidated Omnibus Budget Reconciliation Act employment of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRAterminated during the Probation Period, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date not be entitled to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in payments under this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement7.4.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause upon thirty sixty (3060) days written notice to EmployeeExecutive. If EmployeeExecutive’s employment with the Company is terminated terminates other than voluntarily by the Company without Executive or for Cause, and Employee signs and does not revoke a Releasethen, then Employee subject to Executive’s compliance with Section 7, Executive shall be entitled to the followingto: (i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in at a rate equal Executive’s then current base salary as of the termination date for the six (6) months following the termination date plus an amount equal to Employeethe aggregate Variable Compensation earned by Executive pursuant to Section 4(b) above during the 12-month period prior to termination date; provided that, if Executive is terminated within the first twelve (12) months following commencement of employment, the Variable Compensation aspect of the severance pay shall be the average Variable Compensation calculated over the period of Executive’s annual base salaryactual employment multiplied by a factor the result of which would be 12 (e.g., as then average Variable Compensation over 2 months would be multiplied by 6; average Variable Compensation over 6 months would be multiplied by 2, etc.). Subject to compliance with Section 5(f) below, and in effectparticular the provisions of IRC Section 409A, any severance payment due to the Executive under this Section 5(b) shall be paid in a single, lump sum payment or otherwise at Executive’s direction, and in accordance with the Company’s normal payroll policies no later than policies. Notwithstanding the Companyforegoing, if Executive is terminated by the Company for failure to meet the expectations of the Board concerning the performance of the Executive’s first regular payroll date following duties outlined in this Agreement, but in the Termination Date;determination of the Board the Executive has made a good faith effort to perform such duties and has not taken any action or made any omission that would otherwise fall under the definition of “Cause” under Section 13(a)(i)-(iv) below, then the severance pay outlined herein above shall be limited to six (6) months. (ii) a oneContinuation of any legally-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of allowed health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee Executive on the day immediately preceding the Termination Dateday of the Executive’s termination of employment; provided, however, that (Aa) the Employee Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amendedIRC; and (Bb) Employee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee Executive with Company-paid health coverage until the earlier of (yi) the date Employee Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following: (i) a one-time continued base salary for six (6) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of six (6) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the RSU Grant and the RSUs shall be settled in accordance with the terms of the applicable grant agreement (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii). (ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non-CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and conditions the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any such stock option agreement time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to Executive, and this Agreement(3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive Executive’s continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated Triggering Event was a Termination by the Company without Without Cause (that is not a Termination Arising Out of a Change of Control), then Executive shall be entitled to receive (i) Executive's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive's Target Incentive Compensation Bonus as established for the year prior to the year in which the termination occurred, if any, pro rated to Executive's date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company's fiscal year); and (iii) the Severance Benefit. For purposes of this Subsection 5.2(c), any payment or benefit that the Executive receives shall be treated as a “separate payment” for the application of Section 409A of the Internal Revenue Code (“Code”). If the Executive receives any payment or benefit due to his Termination by the Company Without Cause, Company will determine if the involuntary separation from service exception of Treasury regulation §1.409A-1(b)(9)(iii) applies. The Severance Benefit shall be paid within 60 days after the date of Executive's separation from service, and Employee signs Executive shall receive the benefits provided in Subsections 5.2(c)(ii) and (iii) only if Executive executes and does not revoke a Release, Separation Agreement and General Release similar to that attached hereto as Exhibit A within 30 days after the date of Executive's separation from service. If the Compensation Committee determines that the Executive is a Specified Employee then Employee his Severance Benefit due under this paragraph (c) shall be entitled made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 409A of the Code with regard to that portion of the Severance Benefit that does not satisfy the involuntary separation from service exception to Treasury regulation §1.409A-1(b)(9)(iii).” 1. Subsection 5.2(d) of the Agreement shall be amended by replacing the second and third sentences thereof with the following: (i) a one-time “lump sum” payment : The Change of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to Control Severance Benefit shall be paid within 60 days after the date of Executive's separation from service, and Executive shall receive the benefits provided in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (iisubsections 5.2(d)(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and and (iii) only if Executive executes and does not revoke a Separation Agreement and General Release similar to that attached hereto as Exhibit A within 30 days after the same level date of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1Executive's separation from service. 2. Subsection 6.10(a) of the Internal Revenue Code of 1986Agreement shall be amended by including the following sentence at the end thereof: Notwithstanding any other provision in this Agreement, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)extent any payments hereunder constitutes nonqualified deferred compensation, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier meaning of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) Section 409A of the Employee’s then unvested stock options shall immediately vest Code, and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise 60-day period specified in this Section 6(b)(ivSections 5.2(c) modify and 5.2(d), as applicable, begins in one taxable year and ends in a second taxable year, then each such payment which is conditioned upon Executive's execution of a Separation Agreement and General Release shall be paid or extend provided in the Expiration Date later of any stock option as set forth in such stock option agreementthe two taxable years.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment with the Company and the Operating Subsidiary without Cause at any time during the Term upon written notice within the first two (2) years of the Term or upon at least thirty (30) days prior written notice to Employeeafter the first two (2) years of the Term. If Employeethe Company terminates Executive’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee Executive shall be entitled to receive the following: Base Salary and benefits as set forth in Section 2.1 and Section 2.2(a), respectively, through the effective date of such termination, and such post termination benefits as are specified in Section 2.2(b) or 2.2(c), as applicable. If such termination occurs during the first two (i2) years of the Term, Executive shall also be entitled to receive as severance, upon execution within thirty (30) days after termination of a one-time “lump sum” payment release in the form attached as Exhibit A hereto and the expiration of severance pay any revocation period thereunder without revocation, and conditional upon Executive’s continued adherence to the post termination covenants in this Agreement, (less applicable withholding taxesA) in an amount equal to Employeeone (1) year’s annual base salary, as then in effect, to be paid in accordance with Base Salary at the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as Base Salary rate in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, Executive as defined in Section 4980B(g)(1) of the Internal Revenue Code effective date of 1986the termination, as amended; payable in regular installments at the time salary would have been payable, and (B) Employee elects continuation coverage pursuant a pro rata portion of Executive’s target bonus approved by the Company Board’s Compensation Committee under Section 2.3 for the fiscal year in which termination occurs (or if termination occurs in the fiscal year ending March 31, 2010, then the guaranteed bonus for that year), the amount of which pro rata portion shall be equal to the Consolidated Omnibus Budget Reconciliation Act of 1985(x) that target or guaranteed bonus amount, as amended (“COBRA”)applicable, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of multiplied by (y) a fraction, the numerator of which is the number of days (through and including the effective date Employee of the termination) in such fiscal year that Executive was employed by the Company, and the denominator of which is no longer eligible the number 365. Subject to receive continuation coverage timely execution of the required release, the amount payable pursuant to COBRA, or this clause (zB) twelve shall be payable in a lump sum within thirty (1230) months from the Termination Date. (iv) Fifty percent (50%) days following expiration of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise revocation period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementthereunder without revocation.

Termination by Company Without Cause. The Company may at any time terminate Employeethe Term and Executive’s employment hereunder without Cause upon thirty (30) days written notice and other than due to Employeedeath or Disability). If EmployeeCompany terminates the AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT/▇▇▇▇▇▇▇ — Page 3 Term and Executive’s employment with hereunder pursuant to this Section 4(a) prior to end of the Term, as the same may have been extended or renewed pursuant to Section 2, Company is terminated by the Company without Causeshall pay Executive all accrued but unpaid Base Salary, and Employee signs any earned but unpaid Discretionary Bonus for the prior year, if any, (“Accrued Compensation”) as soon as reasonably practicable following such termination. In addition, and does not revoke subject to Section 7, Company shall also pay Executive a Release, then Employee shall be entitled severance payment (the “Severance Payment”) equal to the following: greater of the amount of Base Salary through the end of the Term or one (1) times the sum of (i) a one-time “lump sum” payment of severance pay Executive’s then annual Base Salary plus (less applicable withholding taxesii) in an amount equal to EmployeeExecutive’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect Discretionary Bonus for the Employee on the day immediately preceding the Termination Date; providedfiscal year. In addition, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between termination pursuant to this Section 4(a) or Section 4(c) below, any unvested stock options or other equity-awards granted to Executive under any plan, initiative, or award plan previously or subsequently adopted by Company that are outstanding as of the terms date of such termination shall become fully vested and conditions nonforfeitable. However, notwithstanding any other provision of this Section 4(a), any such stock option agreement and this Agreement, options granted to Executive that remain unexercised as of the date of their expiration will expire in accordance with the terms of the applicable plan and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such relevant stock option agreement. Subject to Sections 4(j) and 7, the Severance Payment will be paid out in bi-weekly payments over a period of one (1) year in accordance with the ordinary payroll practices and deductions of Company.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If EmployeeSuch termination shall constitute the Executive’s resignation from the Boards and termination of his employment with the Company on the 30th day following the Executive’s receipt of such notice. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon his last day of employment. Subject to Section 5(l) below, if the Executive’s employment is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual base salaryhis Base Salary for a period of twenty four (24) months following the Separation From Service (the “Severance Period”), as then in effect, with such amount to be paid to the Executive in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datesubstantially equal installments bi-weekly; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall receive an amount equal to 100% of Employee’s annual bonus ratetwo (2) times his Target Bonus, as then in effect, with said amount to be paid to the Executive over a period of twenty four (24) months in accordance 24 equal installments, with each payment being made on the first business day of each calendar month, with the Company’s normal payroll policies no later than first payment being made in the Company’s first regular payroll date month following the Termination Date; andmonth in which the Separation From Service occurs; (iii) The Executive shall receive a lump sum payment for his annual bonus (as contemplated under Section 4(b) of this Agreement), which shall be equal to the same level product of (A) the Target Bonus for the bonus year in which the Executive’s Separation From Service occurs multiplied by (B) a fraction, the numerator of which will be the number of days elapsed from the beginning of the annual bonus determination period to the date of the Separation From Service, and the denominator of which will be 365, payable within 30 days following the date the Separation From Service occurs, with such payment date within such time period within the Company’s sole discretion; (iv) During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s (including his dependents’) group health plan (i.e., medical, vision including medical and dental) coverage by contributing an amount equal to the amount paid by the Company towards its “group health plans” (within the meaning of ERISA) for active Company employees towards the Executive’s (including his dependents’) COBRA premium, but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period, provided that, to the extent COBRA continuation coverage eligibility expires before the end of the Severance Period, the Executive will receive payment, on an after-tax basis, of an amount equal to the premium the Company would have otherwise contributed to COBRA coverage pursuant to this Section 5(e)(iv); provided that to the extent that the foregoing medical and dental benefits are taxable to the Executive, any medical or dental reimbursements shall be paid to the Executive promptly but in all events on or before the last day of the Executive’s taxable year following the taxable year in which the expense is incurred and provided further that any tax gross-up payment to the Executive pursuant to this Section 5(e)(iv) shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the Executive (or the Company) remits the related taxes. (v) Any Equity Award held by the Executive as in effect of the effective date of his termination will immediately become fully vested as of such date and, if applicable, remain exercisable for the Employee period beginning on the day immediately preceding effective date of the Termination DateExecutive’s termination and ending on the sooner of twenty four (24) months from the effective date of the Executive’s termination, the latest date upon which the Equity Award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the Equity Award. (vi) The Accrued and Other Obligations (as defined in Section 5(c) above). The benefits and compensation described in Sections 5(e)(i) through (v) that the Executive shall receive is referred to jointly herein as the Severance Compensation. The Company shall not be obligated to pay or provide to the Executive any Severance Compensation due and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of this Agreement; provided, however, that (A) before the Employee constitutes a qualified beneficiaryCompany ceases paying or providing any such Severance Compensation, as defined in Section 4980B(g)(1) the Company shall give the Executive written notice of the Internal Revenue Code of 1986event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Severance Compensation shall continue to be paid or provided as amended; set forth herein. Whether the Executive has willfully and (B) Employee elects continuation coverage pursuant materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Severance Compensation shall be paid to the Consolidated Omnibus Budget Reconciliation Act of 1985Executive until he executes and delivers to the Company, as amended (“COBRA”), within and does not revoke in the time period prescribed pursuant provided therein, the release attached hereto as Exhibit A. Upon the Executive delivering and not revoking such Release, DFG and DFC agree to COBRAexecute and promptly deliver the Release attached hereto as Exhibit B to the Executive. The Company If the Executive delivers and does not revoke the Release in the time period provided therein, the Severance Compensation shall continue be due and payable to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shareshim; provided, however, that such Release shall not be effective as a release of claims until the Company delivers the Release attached hereto as Exhibit B to the Executive. The parties hereto acknowledge that the Severance Compensation to be provided under this Section 5(e) is to be provided in consideration for the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified release. The Severance Compensation described in this Section 6(b)(iv5(e) modify supersedes any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive acknowledges and agrees that he is not eligible to receive any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.

Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following: (i) a one-time continued base salary for nine (9) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of nine (9) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the Option Grant and the RSU Grant (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii). (ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance reasonably acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non-CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and conditions the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any such stock option agreement time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to him, to the extent permitted by law, and this Agreement(3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.

Termination by Company Without Cause. The Non-Renewal by Company, or Termination by Employee for Good Reason - Severance: If Company may terminate terminates Employee’s employment without Cause upon and not by reason of death or Disability, if the Company provides a notice of non-renewal of the Employment Period under Section 1, or if Employee terminates his employment for Good Reason, Company will pay, within thirty (30) days written notice to Employeedays, the Accrued Obligations (except for clause (iv) of such definition which are payable as set forth in such clause). If Employee’s employment with the Company is terminated by the Company without CauseIn addition, and for such terminations, if Employee signs on or prior to the 50th day following such termination date and does not revoke within the 7-day revocation period a ReleaseSeverance Agreement and General Release of Claims (as defined and more fully described in Section 8(f)(5) below), then Employee shall be entitled subject to the following: Section 16 below, Company will pay Employee: (i) a one-time “lump sum” payment in periodic payments in accordance with ordinary payroll practices and deductions as set forth in Section 3(a) above over the 18 month period following the date of severance pay (less applicable withholding taxes) in termination, an amount equal to 1.5 times the sum of (x) Annual Base Salary, plus (y) a 150% of Target Bonus, provided that any payments which qualify as deferred compensation under Section 409A of the Code and which are payable prior to the 60th day following the “separation from service” date (for purposes of Section 409A and as more fully described in Section 16 below) shall be paid on the 60th day following such “separation from service” date, (ii) a pro rata Annual Bonus, which represents the unpaid pro-rata portion of the actual annual performance bonus that Employee would otherwise be entitled to receive based on the actual level of achievement of the applicable performance objectives (but assuming that all personal and/or subjective performance goals are earned at 100%) for the fiscal year in which Employee’s annual base salary, as then in effecttermination occurs, to be paid in a lump sum at the same time bonuses are paid to Peer Executives and in all events in accordance with Section 3(b) above and (iii) a lump sum payment on the Company’s normal payroll policies no later than the Company’s first regular payroll date 60th day following the Termination Date; termination date equal to eighteen (18) months of the applicable premium cost for continued Company group health coverage for Employee and his Family Members pursuant to COBRA based Employee’s elections with respect to health coverage for Employee and his Family Members in effect as of immediately prior to Employee’s termination (which amount will be based on the premium for the first month of COBRA coverage), regardless of whether COBRA continuation is elected. If the Company should fail to hire Employee as of the Start Date for reasons other than what would have permitted it to terminate his employment for Cause (as defined above), then the Company will pay Employee a cash amount equal to the value of the Signing Bonus and the Sign-On RSU Grant on the 60th day following (i) the date the Company notifies Employee it is no longer going to hire him or (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rateif later, the Start Date, as then in effect, a sole remedy provided Employee signs on or prior to be paid in accordance with the Company’s normal payroll policies no later than 50th day following such date and does not revoke within the Company’s first regular payroll date following applicable 7-day revocation period the Termination Date; and Severance Agreement and General Release of Claims (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined and more fully described in Section 4980B(g)(18(f)(5) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”below), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Where the Company may terminate Employeeterminates Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does Executive’s employment is not revoke a Releaseterminated due to death or Disability (as defined below), then Employee shall Executive will be entitled eligible to the following: receive: (i) a one-time “lump sum” continued payment of severance pay then-Base Salary for eighteen (less applicable withholding taxes18) in an amount equal months (“Severance Period”), according to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than practices, less applicable withholdings and any remuneration paid to Executive during each applicable payroll period because of Executive’s employment or self-employment during such period (or “Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s first regular payroll date following obligation to pay the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal COBRA premium for Executive and Executive’s dependents for up to 100% of Employee’s annual bonus ratethe Severance Period; however, as then in effect, to be paid in accordance with that the Company’s normal payroll policies no later than obligation to pay the COBRA premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage , or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s first regular payroll date following Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4.2 shall prohibit the Termination Date; and (iii) Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA premium paid by the same level Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1105(h) of the Internal Revenue Code of 1986, as amended; , and applicable guidance promulgated thereunder (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRACode”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without terminates other than voluntarily or for Cause, and Employee signs and does not revoke a Release, then then, subject to Employee’s compliance with Section 9, Employee shall be entitled to the followingto: (i) a one-time “lump sum” payment Receive continuing payments of severance pay (less applicable withholding taxes) in an amount at a rate equal to Employee’s annual his base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to salary and 100% of Employee’s his annual bonus rate, as then in effect, for a period of twelve (12) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andpolicies. (iiiii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Dateday of the Employee’s termination of employment; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve (12) months from the Termination Datetermination date. (iviii) Fifty percent (50%) Any unvested portion of the Employee’s then unvested stock options First and Second Options shall immediately vest and become exercisable as to that number of shares that would have vested had Employee remained a full-time employee with the Company through the twelve (12) month period following the termination date and Employee shall have twelve (12) months following the Termination Date termination date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If Employeethe Executive’s employment with the Company is terminated by the Company without CauseCause during the Term, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly; (ii) The Executive shall receive a one-time “lump sum” payment for his Annual Bonus, which shall be calculated by averaging the amount of severance pay the Annual Bonuses received by the Executive for the prior two years (less applicable withholding taxesor, if termination occurs prior to the Executive’s receipt of two Annual Bonuses, payment shall equal his target Annual Bonus), and shall be paid out in equal monthly installments over the Severance Period; (iii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then in effect, but only to be paid in accordance with the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period; provided that if the Company’s normal payroll policies contributions or payments under this Section 5(d)(iii) would violate the nondiscrimination rules, and result in the imposition of penalties, under the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform this provision in such manner as is necessary to comply with the PPACA and avoid any such penalties while keeping the Executive in the same economic position; (iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, in each case, in no event later than the Company’s first regular payroll date following the Termination Date; andset forth in Section 4(i); (iiiv) With respect to any outstanding stock options granted to the same level Executive in his capacity as an employee and in which the Executive has vested as of health (i.e.the effective date of his termination, medical, vision and dental) coverage and benefits as in effect all such stock options will remain exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.effective date of the Executive’s termination, the latest date upon which the stock option would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the stock option; (ivvi) Fifty percent (50%) The Executive shall receive any unpaid portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharessigning bonus described in Section 4(c), paid in a lump sum; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.and

Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days written notice to Employeeafter giving a Notice of Termination. If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company's sole obligation hereunder shall be entitled to pay or reimburse the followingExecutive (or facilitate a tax qualified rollover of) the following amounts: (i1) a one-time “lump sum” payment the Executive's accrued Base Salary and accrued vacation not paid as of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii2) a onethe Executive's Pro-time “lump sum” payment Rated Bonus Amount; (3) the Executive's vested benefits as of severance the Termination Date pursuant to the Company's benefit, retirement, incentive and other plans; (4) the Company shall continue to pay the Executive one hundred percent (less applicable withholding taxes100%) in an amount equal to 100% of Employee’s annual bonus ratethe Base Salary for eighteen (18) months following the Termination Date, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than 's customary policies. The continued payment of the Company’s first regular payroll date following Base Salary hereunder shall be terminated if the Executive is found to have violated any of the covenants set forth in Section 12 herein; (5) any and all monies advanced to the Company by the Executive or expenses incurred by the Executive pursuant to Section 8 through the Termination Date; and; (iii6) the same level of health (i.e., medical, vision Company shall maintain in full force and dental) coverage and benefits as in effect for the Employee on continued benefit of the day immediately preceding Executive, for an 18 (eighteen) month period after the Termination Date, all medical coverage, programs or arrangements in which the Executive was entitled to participate immediately prior to the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such medical plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive, on an after-tax basis, with benefits substantially similar to those which the Executive was otherwise entitled to receive under such plans and programs for such one-year period; (7) the Company shall accelerate the vesting, by twelve (12) additional months, of all unvested stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits and all such benefits shall thereafter be treated as vested benefits pursuant to the respective benefit plan; provided, however, that (A) notwithstanding the Employee constitutes a qualified beneficiaryforegoing, as defined in Section 4980B(g)(1) the acceleration of vesting under this provision shall not apply to any stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits where such options, stock, rights, compensation or similar plan benefits were by the Internal Revenue Code terms of 1986, as amended; and (B) Employee elects continuation coverage pursuant grant thereof or their respective benefit plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the one time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, cliff vesting two or (z) twelve (12) months more years from the Termination Date.grant or issuance thereof; and (iv) Fifty percent 8) expenses for outplacement services up to a maximum amount of ten thousand dollars (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement$10,000).

Termination by Company Without Cause. The If the Company may terminate Employeeterminates Executive’s employment at any time without Cause upon Cause, the Company shall provide to Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company Effective Date of the Release attached hereto as Exhibit B (as “Effective Date” is terminated by defined in the Company without CauseRelease), as the only severance compensation and Employee signs and does not revoke a Release, then Employee shall be entitled to benefits all of the following: (ia) a one-time “A lump sum” payment of sum severance pay (less applicable withholding taxes) payment, subject to standard withholdings or deductions, in an amount equal to Employeethe sum of: (i) twenty-four (24) months of Executive’s annual then base salary, as then in effect, ; (ii) two times Executive’s target bonus to be earned for the year in which termination occurs or two times the bonus amount paid to the Executive in accordance with the prior year, whichever is greater; and (iii) Executive’s prorated bonus for the year in which the termination occurs, at the Company’s normal payroll policies no later than discretion. (b) Continued group health insurance benefits (e.g., medical, dental, vision, etc.) at the Company’s first regular payroll date following the Termination Date; expense for Executive and Executive’s eligible dependents for a period of up to eighteen (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (1218) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesunder COBRA; provided, however, that in any event the event of Company’s obligation to provide any health benefits pursuant to this sentence ends when Executive becomes eligible for health insurance with a conflict between new employer or otherwise becomes eligible for health insurance subsidized by a third party (and Executive agrees to promptly notify the terms and conditions Company in writing of any such stock option agreement and this Agreementevent of eligibility). To satisfy its obligations hereunder, the terms Company, at its election, shall either (i) arrange commercial health care coverage for Executive and conditions Executive’s eligible dependents (which is (x) comparable to the health benefits provided to Executive and his eligible dependents immediately prior to commencement of this Agreement shall prevail unless such commercial health care coverage, (y) subject to change if such coverage is no longer available, and (z) mutually agreeable to the conflicting provision(sCompany and Executive), (ii) provide Executive and his eligible dependents continued coverage under the Company’s health plans, or (iii) upon Executive’s election of COBRA benefits, make a lump sum payment to Executive in any such stock option agreement shall be more favorable an amount equal to Employee the amount Executive would incur to enroll in which case COBRA for a period of eighteen (18) months. (c) Outplacement services for one year with a nationally recognized service selected by the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.

Termination by Company Without Cause. The Company may terminate EmployeeIf the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If the Executive signs a general release of claims in a form and Employee signs manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke a Release, then Employee shall be entitled to such Release during the following:seven-day revocation period, (i) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in the Executive an amount (the “Severance Amount”) equal to Employee½ the Executive’s annual base salary, as then salary for the fiscal year in effect, to which the Date of Termination occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s normal payroll policies no later than practice over six months, beginning within 60 days after the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateTermination; provided, however, that (A) if the Employee constitutes 60-day period begins in one calendar year and ends in a qualified beneficiarysecond calendar year, as defined the Severance Amount commence to be paid in the second calendar year. Solely for purposes of Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the obligations contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and (ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and (B) Employee elects vision program for six months; provided, however, that the continuation coverage pursuant to of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in if the event of Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a conflict monthly basis during the period covered by this Section 4(b)(ii) an amount equal to the difference between the terms applicable COBRA premium and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless applicable active employees’ rate for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcoverage.

Termination by Company Without Cause. The Company may shall have the right to terminate Employee’s Executive's employment hereunder without Cause (as defined below) upon thirty (30) days providing Executive with written notice thereof. Any such termination of employment shall be effective on the date specified in such notice, or if no date is specified, then upon receipt by Executive of such notice. In the event of any such termination of employment, (i) the Company shall continue to Employee. If Employee’s pay to Executive, for the period (the "Continuation Period") beginning on the effective date of such termination of employment and ending two (2) years after the effective date of such termination of employment an amount per month equal to one-twelfth of Executive's then Annual Salary during the Continuation Period in accordance with the Company is terminated by provisions of Section 3 hereof; (ii) throughout the Company without CauseContinuation Period, and Employee signs and does not revoke a Release, then Employee Executive shall be entitled to continued participation under all Fringe Benefit programs in which he participates in accordance with the following: terms thereof to the extent such participation is allowed pursuant to the terms thereof and applicable law with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company, or if Executive is not allowed continued participation pursuant to the terms thereof and applicable law, then under another reasonably equivalent plan providing for the same or similar coverage but with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company; (iiii) a one-time “lump sum” payment the Company shall pay to Executive his unpaid Annual Salary, if any, earned prior to the effective date of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the termination of Executive's employment in accordance with the Company’s 's normal payroll policies no later than for same; (iv) the Company’s first regular payroll Company shall pay to Executive any incentive compensation payments to which Executive is entitled as of the effective date following of the Termination Date; (ii) a one-time “lump sum” payment termination of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid Executive's employment in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Datefor same; and and (iiiv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee Company shall pay to Executive any business expenses remaining unpaid on the day immediately preceding effective date of the Termination Datetermination of Executive's employment for which Executive is entitled to be reimbursed under Section 6 of this Agreement; provided, however, that (A) the Employee constitutes without limiting any other remedy available hereunder, such payments shall immediately terminate upon a qualified beneficiary, as defined in Section 4980B(g)(1) breach or violation by Executive of the Internal Revenue Code provisions of 1986Sections 7, as amended; and (B) Employee elects continuation coverage 8, 9 or 10 hereof and, in such event, the Company shall be entitled, in addition to any other remedies it may have, to reimbursement from Executive of the amount paid by the Company to Executive during the Continuation Period pursuant to subparagraph (i) above. Notwithstanding anything in this Agreement to the Consolidated Omnibus Budget Reconciliation Act of 1985contrary, as amended (“COBRA”), if the Company terminates the Executive without cause within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that 30 days after a Change in the event of a conflict between the terms and conditions of any such stock option agreement and this AgreementControl, the terms and conditions of this Agreement shall prevail unless the conflicting provision(sExecutive will be entitled to be paid his salary for two (2) years as provided for in any such stock option agreement shall be more favorable to Employee in which case the provision(sSubparagraph 12(a)(i) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementabove.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause (as defined in Section 8(d) below) immediately upon written notice by paying Executive a severance amount equal to two (2) times Executive’s Base EMPLOYMENT AGREEMENT - 5 Salary in equal monthly installments over a period of two (2) years from his termination date (the “Severance”). Additionally, within thirty (30) calendar days written notice after his termination date, Executive shall receive his accrued Base Salary earned through the termination date. The Severance shall not be paid or payable to Employee. If EmployeeExecutive unless and until Executive timely executes an agreement releasing the Company and its affiliates from any and all known and unknown claims related to Executive’s employment with the Company is terminated or termination of employment in a form requested by the Company without CauseCompany, and Employee signs such agreement becomes effective and does not revoke a Release, then Employee revocable. Executive shall be entitled become fully vested in any unvested Option or Additional Option granted to Executive and he shall have the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal right to Employee’s annual base salary, as then in effect, to be paid exercise any such Option or Additional Option in accordance with the Company’s normal payroll policies no later than terms of the Plan and applicable option agreement(s). If Executive is a “specified employee” of the Company or its successor (as determined by the Company’s “specified employee” policy, or if no such policy has been established, as determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i)), then Executive shall not receive payments during the six (6) month period immediately following his termination date in excess of the lesser of (x) the amounts payable in accordance with the Severance described in Section 8(c) or (y) two (2) times the compensation limit in effect under Code Section 401(a)(17) for the calendar year in which Executive’s date of termination occurs (with any amounts that otherwise would have been payable under this Section 8(c) during such six (6) month period being paid on the first regular payroll date following the Termination Date; lapse of six (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (126) months from the Termination Date. (iv) Fifty percent (50%) date of the Employee’s then unvested stock options shall immediately vest termination, and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that any remaining installments payable thereafter in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in accordance with this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement8(c)).

Termination by Company Without Cause. The Termination By Employee with Good Reason/Non-Renewal by Company. i. If Company may terminate terminates Employee’s employment without Cause upon Cause, or if Employee terminates employment with Good Reason (and such termination is not a Change in Control Termination) or as of the end of the Employment Period following Company issuing a written notice of non-renewal of this Agreement pursuant to Section 1, Company shall pay Employee within thirty (30) days written notice to Employee. If following termination of Employee’s employment with the Company is terminated accrued and unpaid Base Salary through the termination date determined by the Company without CauseCompany, unpaid prior year bonus, if any, and any payments required under applicable employee benefit plans (including accrued vacation and unreimbursed business expenses). ii. In addition, subject to Section 8(d)(iii), below, Company shall pay Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (iw) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to eighteen (18) months of Employee’s annual base salary, as then in effect, to be paid in accordance with current Base Salary; (x) the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; COBRA Amount; (iiy) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% one and one-half (1.5) times the Employee’s Target Annual Bonus for the year in which termination occurs; and (z) the Pro-Rata Bonus, (collectively, such payments under this Section 8(d), the “Severance Payment”). Subject to Section 8(d)(iii) below, the Company shall also provide Employee with the Additional Vesting. A. The COBRA Amount shall mean an amount in cash equal to the assumed COBRA premiums Employee would pay if Employee elected COBRA coverage for eighteen (18) months, for the health benefits coverage Employee had immediately prior to the termination date under the plan(s) in which Employee was participating immediately prior to the termination date, less Employee’s normal contribution for such coverage. For the avoidance of doubt, Employee shall be solely responsible for timely enrolling for any COBRA or Marketplace coverage and paying any required premiums and Company is not placing any restrictions upon the use by Employee of such payment(s) as a condition upon the receipt of the payment(s) under this Section 8. B. The Pro-Rata Bonus shall mean a pro-rata portion of the Target Annual Bonus for the year of termination equal to the product of (x) the number of days Employee was employed by the Company during the fiscal year of Employee’s annual bonus ratetermination of employment, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision divided by 365 and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from Employee’s Target Annual Bonus for the Termination Dateyear in which Employee’s termination of employment occurs. C. The Additional Vesting shall mean (ivi) Fifty percent with respect to time-based awards, an additional 18 months of service credit (50%less any earned pro-rated vesting provided for in the applicable award agreement upon such termination) and (ii) with respect to performance-based awards an additional 18 months of service credit (less any pro-rated service credit provided for in the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve applicable award agreement upon such termination) (12) e.g., if pro rated vesting or service credit upon such termination is 6 months, an additional 12 months following the Termination Date to exercise such vested sharesof vesting or service credit would be provided hereunder); provided, howeverthat, that in each case the event number of a conflict between months of service credit provided shall not be less than zero (0) . The Additional Vesting shall apply to those certain restricted stock units and those certain performance-based restricted stock units, in each case, granted on May 9, 2022 and any long-term incentive awards granted to Employee following the date hereof. The terms and conditions of the underlying award agreements shall govern the timing of settlement of any restricted stock units or performance-based restricted stock units subject to the Additional Vesting. iii. Payment of the Severance Payment and the Additional Vesting shall be subject to and conditioned upon Employee’s execution and non-revocation of a Severance Agreement and General Release of Claims in substantially the form attached hereto as Exhibit A (the “Release”), which shall be provided by Company to Employee no later than five (5) business days following Employee’s termination. Company will pay Employee the Severance Payments in substantially equal installments on Company’s regularly scheduled payroll dates during the eighteen (18) month period following the Release Effective Date (as defined in the Release). iv. The Company agrees that Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to Employee by the Company and that if Employee becomes eligible to participate in other health and/or welfare plans, such stock option agreement eligibility alone shall not affect Employee’s and this AgreementEmployee’s eligible dependents’ entitlement to continued participation in any group health, dental and vision insurance plans in which Employee and Employee’s eligible dependents are then enrolled. Except as hereinafter provided in Section 8(e)(v), the terms and conditions amount of any payment or benefit provided for in this Agreement shall prevail unless not be reduced by any compensation earned by Employee as the conflicting provision(s) in result of employment through self-employment or by another employer, by retirement benefits, by unemployment compensation, by offset against any such stock option agreement shall amount claimed to be more favorable owed by Employee to Employee in which case the provision(s) more favorable to Employee shall govern; provided furtherCompany, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementotherwise.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s Resignation for Good Reason, or due to Expiration of Term By Notice of Non-Renewal By the Company. If Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without CauseCause (other than on account of Executive’s death or Disability), due to Executive’s resignation for Good Reason, or on account of non-renewal by the Company in accordance with Section 4, then the Company shall provide Executive with the following benefits: (a) The Company shall pay Executive the Accrued Compensation; (b) Conditioned upon and in exchange for Executive signing, not revoking and allowing to become effective a General Release of all claims in a form to be provided by the Company (the “General Release”), and Employee signs and does not revoke a Releasesuch General Release becoming effective within sixty (60) days following the Termination Date (such sixty (60)-day period, then Employee shall be entitled to the following:“General Release Execution Period”): (i) Pay to Executive a one-time “lump sum” payment of severance pay (sum payment, less applicable withholding taxes) in an amount required withholdings and deductions, equal to Employeeone hundred percent (100%) of Executive’s annual base salaryBase Salary (ignoring any decrease in Base Salary that formed the basis for Good Reason), as then in effect, to which shall be paid in accordance with payable on the Company’s normal payroll policies no later than the Company’s first next regular payroll date of the Company following the sixtieth (60th) day following the Termination Date; provided that, in no event shall such payment occur later than March 15th of the calendar year following the calendar year in which the Termination Date occurs; (ii) Pay to Executive any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date (such earned amount determined without regard to the requirement of Executive being employed on the date of payment), which shall be paid on the otherwise applicable payment date for such Annual Bonus; (iii) All of Executive’s outstanding, unvested equity-based compensation awards originally granted with respect to units of NextNav Holdings, LLC (the “Legacy Equity Awards”) shall fully vest as of immediately prior to the Termination Date; (iiiv) a oneAll of Executive’s then outstanding, unvested equity-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal based awards subject solely to 100% of Employee’s annual bonus ratetime-based vesting, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later other than the Company’s first regular payroll Legacy Equity Awards and the TIP RSUs, that would have become vested (but for such termination) during the twelve (12)-month period beginning on the Termination Date, shall vest as of the date following immediately prior to the Termination Date; and (iii1) All of Executive’s outstanding, unvested restricted stock units relating to shares of NextNav’s common stock granted following the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) consummation of the Internal Revenue Code transactions contemplated by that certain Agreement and Plan of 1986Merger, dated as amended; of June 9, 2021, entered into by and between NextNav, LLC, NextNav Holdings, LLC, Spartacus Acquisition Corporation, and Spartacus Acquisition Shelf Corp. and specified as part of the Transaction Incentive Program (the “TIP RSUs”) and (B2) Employee elects continuation coverage pursuant all outstanding, unvested equity-based compensation awards subject to performance-based vesting granted to Executive during the Term shall be subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) terms of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option applicable award agreement.

Termination by Company Without Cause. The Company may shall have the unilateral right to terminate EmployeeExecutive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company and this Agreement at any time without Cause, and Employee signs and does not revoke a Releasewithout notice, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than sole and absolute discretion. Any such termination without Cause shall not constitute a breach of any term of this Agreement, express or implied, or a wrongful deprivation of Executive’s office or position. During the CompanyTerm, if the Company terminates Executive’s first regular payroll date following the Termination Date; employment without Cause, either prior to a Change in Control (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1the CIC Agreement) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) more than twelve (12) months following a Change in Control, and Executive’s employment is not terminated due to death or Disability (as defined below), (i) Executive will be eligible to receive cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of Executive’s Base Salary as in effect on Executive’s date of termination of employment, less applicable withholdings (“Severance”), being paid in eleven monthly pro-rata installments with the first installment of Severance being paid on the 60th day after Executive’s “separation from service” (within the meaning of Code Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date. , and (ivii) Fifty the vesting of fifty percent (50%) of the Employeeunvested portion of the Stock Option granted to Executive pursuant to Section 2(c) which is then held by Executive shall accelerate. If the Company terminates Executive’s then unvested stock options shall immediately vest and become exercisable and Employee shall have employment without Cause within twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that a Change in Control (as defined in the event of a conflict between the terms CIC Agreement) and conditions of any such Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive severance pay and stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option acceleration as set forth in such stock option agreementthe CIC Agreement and not under this Agreement. Executive’s eligibility to receive the Severance set forth in this Section 4(b) is conditioned on Executive having first timely signed and not revoked a release agreement in the form attached as Exhibit A. If the Company terminates Executive’s employment and this Agreement without Cause, the Company shall have no obligation to Executive except to pay Executive the Severance in accordance with the terms hereof. For avoidance of doubt, the payments and benefits that may be provided under this Section 4(b) or under the CIC Agreement shall not be provided more than once and if payments and benefits are provided under either Section 4(b) or the CIC Agreement, then no payments or benefits will otherwise be provided again under either of these agreements. In no event will payments and benefits be provided to Executive under both this Agreement and the CIC Agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If Employeethe Executive’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly; (ii) The Executive shall receive a one-time “lump sum” payment for his annual bonus (as contemplated under Section 4(b) of severance pay this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period; (less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period; (iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effecteffect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, to be paid in accordance with the Company’s normal payroll policies each case, in no event later than the Company’s first regular payroll date following the Termination Dateset forth in Section 4(g); and (iiiv) With respect to any stock options in which the same level Executive has vested as of health the effective date of his termination (i.e., medical, vision and dentalincluding but not limited to stock options granted to the Executive in connection with any long-term incentive program in which he has participated as an executive of the Company) coverage and benefits as in effect all such stock options will become immediately exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) effective date of the EmployeeExecutive’s then unvested termination, the latest date upon which the applicable stock options option would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the stock option. The base salary, annual bonus, contribution towards health care continuation coverage, life and disability insurance premiums and stock option exercise period extensions that the Executive shall immediately vest and become exercisable and Employee be eligible to receive during the Severance Period shall have twelve be referred to jointly herein as the Severance Compensation. The Executive shall not be entitled to any Severance Compensation unless (12i) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions Executive complies with all surviving provisions of any such stock option non-competition agreement, non-solicitation agreement, confidentiality agreement and or invention assignment agreement signed by the Executive, including this Agreement, and (ii) the Executive executes and delivers to the Company, and does not revoke, by the 60th day following the effective date of the Executive’s Separation from Service, a release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to the Severance Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and attorneys fees relating to litigation, judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. Subject to Section 5(k) below, the Severance Compensation will be paid or provided (or will begin to be paid or provided) as soon as administratively practicable after the release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. The parties hereto acknowledge that the Severance Compensation to be provided under this Section 5(d) is to be provided in consideration for the above-specified release. The Severance Compensation described in this Agreement is intended to supersede any other severance payment provided by any Company policy, plan or practice. Therefore, to the extent that the Executive receives Severance Compensation consistent with the terms and conditions of this Agreement shall prevail unless Section or other applicable Section below, the conflicting provision(s) in any such stock option agreement Executive shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided furtherdisqualified from receiving any severance payment under any other Company severance policy, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify plan or extend the Expiration Date of any stock option as set forth in such stock option agreementpractice.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by without Cause during the Company without CauseEmployment Term, and Employee signs and does not revoke a Release, then then, subject to Employee’s compliance with Section 8, Employee shall be entitled to (unless such termination occurs under the Change of Control circumstances described in Section 6, in which case Employee shall be entitled to the following:payments and benefits described in such Section 6): (i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in an amount equal to one (1) times the sum of Employee’s annual base salaryBase Salary and 100% of his bonus (based upon the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), as then in effect, such amount to be paid in a single lump sum in accordance with the Company’s normal payroll policies no later than for the Company’s first regular payroll date following the Termination Datepayment of Base Salary; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s Termination Date; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the earlier later of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve (12) months from the Termination Date.. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (ii), it is intended that Employee and his family be entitled to such benefits; (iii) A pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a cash lump sum within 10 (ten) business days following Employee’s Termination Date; (iv) Fifty One hundred percent (50100%) of the Employee’s then unvested stock options Equity Awards shall immediately vest (and any payments in respect of restricted stock units or cash attributable to the value of stock shall be made no later than ten (10) business days after the Termination Date) and, as applicable, become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such all vested sharesEquity Awards in the nature of stock options or similar rights; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement the Equity Plans and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Equity Plans shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv5(b)(iv) modify or extend the Expiration Date expiration date of any stock option Equity Award as set forth in such stock option agreement.the applicable Equity Plan; and

Termination by Company Without Cause. The Company may terminate EmployeeIf the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If the Executive signs a general release of claims in a form and Employee signs manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke a Release, then Employee shall be entitled to such Release during the following:seven-day revocation period, (i) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in the Executive an amount (the “Severance Amount”) equal to Employee12 months of the Executive’s annual base salary, as then salary for the fiscal year in effect, to which the Date of Termination occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s normal payroll policies no later than practice over six months, beginning within 60 days after the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateTermination; provided, however, that (A) if the Employee constitutes 60-day period begins in one calendar year and ends in a qualified beneficiarysecond calendar year, as defined the Severance Amount commence to be paid in the second calendar year. Solely for purposes of Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the obligations contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and (ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and (B) Employee elects vision program for 12 months; provided, however, that the continuation coverage pursuant to of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in if the event of Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a conflict monthly basis during the period covered by this Section 4(b)(ii) an amount equal to the difference between the terms applicable COBRA premium and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless applicable active employees’ rate for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcoverage.

Termination by Company Without Cause. The Non-Renewal by Company, or Termination by Employee for Good Reason. If Company may terminate Employee’s terminates the employment of Employee without Cause upon thirty (30) days written or gives notice of non-renewal, or if Employee terminates employment for Good Reason then Company shall pay all Accrued Obligations to Employee. If Employee’s employment with the Company is terminated by the Company without CauseIn addition, and if Employee signs a Severance Agreement and does not revoke General Release of claims in a Releaseform satisfactory to Company and Employee, then Employee shall be entitled to in substantially the followingform attached hereto as Exhibit I: (i) Company shall pay Employee, in periodic payments in accordance with ordinary payroll practices and deductions, Employee’s current Base Salary for eighteen (18) months (the “Severance Payments” or “Severance Pay Period”); (ii) Employee shall be eligible for a onepro-time rata bonus (“lump sum” Pro-Rata Bonus”), calculated based upon performance as of the termination date as related to overall performance at the end of the calendar year. Employee shall receive such Pro-Rata Bonus only if Employee would have earned the bonus had Employee remained employed through the end of the applicable calendar year. Calculation and payment of severance the bonus, if any, shall be pursuant to the plan in effect during the termination year; (iii) Company shall pay (less applicable withholding taxes) Employee a separation bonus in an amount equal to the Target Bonus to which Employee would be entitled for the year in which Employee’s annual base salaryemployment terminates, as then payable in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datea lump sum; (iiiv) Company shall pay Employee in a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in sum an amount equal to 100% the product of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iiiA) eighteen (18) and (B) the same level of monthly COBRA premiums Employee would be required to pay if Employee elected pursuant to COBRA to continue the health benefits coverage Employee had prior to the termination date (i.e.less the amount that Employee would have to pay for such coverage as an active employee) (the “COBRA Payment”), medical, vision less applicable federal and dental) coverage state withholdings and benefits as in effect for the Employee on the day immediately preceding the Termination Dateall other applicable deductions; provided, however, that (A) Employee shall be solely responsible for timely enrolling for any COBRA or Marketplace coverage and paying any required premiums, but shall not be required to enroll in any such coverage and Company is not placing any restrictions upon the use by Employee constitutes of such payment as a qualified beneficiary, as defined in Section 4980B(g)(1) condition upon the receipt of the Internal Revenue Code of 1986, as amendedpayment under this section; and and (Bv) Employee elects continuation coverage pursuant Notwithstanding anything to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended contrary set forth in the equity award agreements (“COBRA”except in circumstances where treatment more favorable to Employee is provided in such equity award agreement), any unvested Time Vesting equity awards scheduled to vest within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from month period following the Termination Date. date of termination shall vest in full on the date of termination. Any unvested Performance Vesting Options shall remain eligible to vest for the three (iv3) Fifty percent month period following the date of termination. Any outstanding and unvested Performance Share Units (50%as defined in the Equity Plan) will vest as follows: (i) 1⁄3 of the target shares are eligible to vest if the date of termination is before the date which is two years prior to the Vesting Date (as defined in the applicable award agreement), (ii) 2⁄3 of the target shares are eligible to vest if the date of termination is on or after the date which is two years prior to the Vesting Date but before the date which is one year prior to the Vesting Date, and (iii) 100% of the target shares are eligible to vest if the date of termination is on or after the date which is one year prior to the Vesting Date (or other applicable performance metric). Vested Performance Share Units will be held by Company and earned at the end of the Performance Period based on the Relative TSR Performance as outlined in the applicable award agreement and will then be distributed to Employee within sixty (60) days. The above-described Severance Agreement and General Release shall be provided to Employee on or before Employee’s then unvested stock options shall immediately vest termination date, and become exercisable must be executed by Employee and Employee shall have twelve irrevocable by the thirtieth (1230th) months day following the Termination Date termination date. The payments and benefits described above shall be provided to exercise such vested sharesEmployee (or shall begin to be provided to Employee, as applicable) no later than the second regularly scheduled payroll date following the date that the Severance Agreement and General Release is effective and irrevocable, subject to Section 17 below; provided, however, that in the event of that the period in which Employee has to review and execute the Severance Agreement and General Release begins in one tax year and ends in a conflict between the terms and conditions of any such stock option agreement and this Agreementlater tax year, the terms payments and conditions of this Agreement benefits described above shall prevail unless the conflicting provision(sbe provided to Employee (or shall begin to be provided to Employee, as applicable) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementlater tax year.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with If, during the term of this Agreement, the Company terminates the employment of the Employee and such termination is terminated without "cause" (as defined in Section 3.2) or this Agreement is not renewed by the Company without Causefor a three year term on the same terms set forth in this Agreement, this Agreement, except for the provisions of Sections 4.2 and 4.3, shall terminate and the Company shall pay and provide the Employee signs and does not revoke a Releasethe following: (1) The Company shall immediately pay to the Employee an amount equal to the Employee's monthly base salary (to be determined by dividing the annual base salary specified in Section 2.1 then in effect on the date of termination by twelve) multiplied by the sum of the number of months remaining in the term of this Agreement plus Twelve (12) (e.g., if three months remain under the term of this Agreement on the date of termination, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in paid an amount equal to Employee’s annual fifteen times his monthly base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date); (ii2) The Company shall provide the Employee, throughout a one-time “lump sum” payment period not to exceed the greater of severance eighteen months or the remaining term of this Agreement, such benefits as are provided to the Employee pursuant to Sections 2.3 and 2.5, including a car allowance, except where continuation of benefits cannot be provided as contemplated by this Section 3.1 by reason of a prohibition in the terms of the benefit plan. For purposes of determining the amount of benefits to which the Employee shall continue to be entitled to pursuant to Sections 2.3 and 2.5, the Employee shall be deemed, throughout the period of his entitlement pursuant to this Section 3.1, to have continued to have performed services for the Company at a rate of total compensation equal to the rate in effect on the date of his termination of employment; (3) The Company shall immediately pay (less applicable withholding taxes) in to the Employee an amount equal to 100% of Employee’s the most recent annual bonus ratepreviously paid to Employee under Section 2.2 multiplied by the sum of the number of years (including any fractions thereof) remaining in the term of this Agreement plus one (1) (e.g., as if one year remains under the term of this Agrb@effient on the date of termination, then in effect, to Employee shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datean amount equal to two times his last annual bonus); and (iii4) The Company agrees that under the same level of health 1990 Key Employee Stock Incentive Plan and any other plan under which Employee is a participant, with respect to all grants made to Employee (i.e.a) all stock options, medical, vision and dental) coverage and benefits as in effect for no matter the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code grant, shall be fully vested and may thereafter be exercised by Employee at any time for a period of 1986, as amended; and five (B5) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) years from the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or of termination; (zb) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options all restrictions on Restricted Stock shall immediately vest and become exercisable and Employee be removed; (c) all conditions under which receipt of Deferred Stock was or is deferred shall have twelve (12) months following the Termination Date to exercise such vested sharesimmediately be deemed fulfilled or waived; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.and

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without cause. If Employeethe Executive’s employment with the Company is terminated by the Company without Causecause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly; (ii) The Executive shall receive a one-time “lump sum” payment for his annual bonus (as contemplated under Section 4(b) of severance pay this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period; (less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period; (iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effecteffect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, in each case, in no event later than the date set forth in Section 4(h); (v) During the Severance Period, the Executive shall continue to be paid receive the fringe benefits described on and in accordance with Exhibit X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company’s normal payroll policies , with such payments and reimbursements being made no later than the Company’s first regular payroll date following the Termination Date; andforth in Exhibit X; (iiivi) With respect to any Equity Award (including but not limited to stock options, restricted stock or similar equity interests awarded to the same level Executive, or equity awards granted to the Executive in connection with any long-term incentive program, including the LTIP, in which he has participated as an executive of health the Company) (i.e.the “Equity Awards”)) in which the Executive has vested as of the effective date of his termination, medical, vision and dental) coverage and benefits as in effect all such Equity Awards will remain exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) effective date of the EmployeeExecutive’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreementtermination, the latest date upon which the Equity Award would have expired by its original terms and conditions if the Executive had remained employed indefinitely or the 10th anniversary of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case original date of grant of the provision(s) more favorable to Employee shall governEquity Award; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.and

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment and this Agreement, at any time, for any reason, without Cause upon thirty (30) days written notice to EmployeeCause. If EmployeeExecutive’s employment with the Company is terminated by the Company without CauseCause and not in connection with a “Change of Control” as described in Section 6(a) below, and Employee signs and does not revoke a Release, then Employee shall be entitled to the followingCompany shall: (i1) pay Executive (in a onesingle lump-time “lump sum” sum payment within thirty (30) days of severance pay (less applicable withholding taxesthe date of termination) in an amount equal any earned, but unpaid, Base Salary to Employee’s annual base salary, as then in effect, to be paid in accordance with which he is entitled through the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateof termination; (ii2) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in Executive an amount equal to 100% of Employee’s annual bonus rate, as then in effect, the Base Salary over the 12-month period immediately following the date of termination (such amount to be paid in accordance with equal installments on the Company’s normal regularly scheduled payroll policies no later than dates), with the first payment, which shall be retroactive to the day immediately following the date Executive’s employment terminated, being due and payable on the Company’s first next regular payroll payday for executives that follows the expiration of thirty (30) days from the date following Executive’s employment terminates; (3) cause such number of shares subject to any unvested stock options and such number of shares of restricted stock, restricted stock units or other awards made under the Termination DateCompany’s equity plans as would have vested over the one-year period beginning on the date of termination to vest as of the date of Executive’s termination; (4) pay Executive the annual incentive award to which he is entitled, if any, under the Incentive Plan based on actual performance (disregarding any requirement that he be employed through the end of the determination period or on the date the payment is made), pro-rated through the date of termination, which shall be paid at the same time bonuses are paid to active employees under the terms of the Incentive Plan; and (iii5) if Executive timely elects to continue his health coverage pursuant to the federal law commonly referred to as COBRA (“COBRA”) following the termination of his employment, pay the monthly premiums for such coverage (including any premium for coverage of Executive’s spouse and eligible dependents) until the earliest of the date (i) the same level of maximum period permitted under COBRA expires, or (ii) Executive commences receiving substantially equivalent health (i.e., medical, vision and dental) insurance coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Dateconnection with new employment; provided, however, that (A) if the Employee constitutes foregoing arrangement subjects the Company to tax or penalty, the Company shall, in its sole discretion, have the option to cease paying for such coverage and, in lieu thereof, pay Executive a qualified beneficiary, as defined in Section 4980B(g)(1) monthly amount equal to the monthly amount it had been paying for such premiums for the remainder of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend 5(c)(5); After payment of the Expiration Date of any stock option as set forth termination benefits described in such stock option agreementthis Section 5(c), the Company’s obligations under this Agreement will cease.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s Resignation for Good Reason, or due to Expiration of Term By Notice of Non-Renewal By the Company. If Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without CauseCause (other than on account of Executive’s death or Disability), due to Executive’s resignation for Good Reason, or on account of non-renewal by the Company in accordance with Section 4, then the Company shall provide Executive with the following benefits: (a) The Company shall pay Executive the Accrued Compensation; (b) Conditioned upon and in exchange for Executive signing, not revoking and allowing to become effective a General Release of all claims in a form to be provided by the Company (the “General Release”), and Employee signs and does not revoke a Releasesuch General Release becoming effective within sixty (60) days following the Termination Date (such sixty (60)-day period, then Employee shall be entitled to the following:“General Release Execution Period”): (i) Pay to Executive a one-time “lump sum” payment of severance pay (sum payment, less applicable withholding taxes) in an amount required withholdings and deductions, equal to Employeeone hundred percent (100%) of Executive’s annual base salaryBase Salary (ignoring any decrease in Base Salary that formed the basis for Good Reason), as then in effect, to which shall be paid in accordance with payable on the Company’s normal payroll policies no later than the Company’s first next regular payroll date of the Company following the sixtieth (60th) day following the Termination Date; provided that, in no event shall such payment occur later than March 15th of the calendar year following the calendar year in which the Termination Date occurs; (ii) Pay to Executive any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date or, in the event that less than a onefull calendar year was completed, a pro-time “lump sum” payment rated Annual Bonus (such earned amount determined without regard to the requirement of severance pay (less applicable withholding taxes) in an amount equal to 100% Executive being employed on the date of Employee’s annual bonus ratepayment), as then in effect, to which shall be paid in accordance with on the otherwise applicable payment date for such Annual Bonus; (iii) If Executive timely elects and is eligible for continued coverage under COBRA for herself and her covered dependents under the Company’s normal payroll policies no later than group health plans following such termination employment, then the Company will pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for herself and her eligible dependents on the Termination Date, as and when due to the insurance carrier or COBRA administrator (as applicable), through the earlier to occur of the expiration of the twelve (12)-month period following his Termination Date, the date Executive becomes eligible for coverage under another employer’s group health plan, or the cessation of Executive’s eligibility for the continuation coverage under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect instead to pay Executive on the first day of each month of the applicable period, a fully taxable cash payment equal to such portion of the COBRA premiums for that month, subject to applicable tax withholdings. If Executive becomes eligible for coverage under another employer’s first regular payroll group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease; (iv) All of Executive’s then outstanding, unvested equity-based awards subject solely to time-based vesting, that would have become vested (but for such. termination) during the twelve (12)-month period beginning on the Termination Date, shall vest as of the date following immediately prior to the Termination Date; and (iiiv) Subject to the same level next succeeding sentence, all of health (i.e., medical, vision and dental) coverage and benefits as in effect for Executive’s outstanding unvested equity based compensation awards subject to performance- based vesting granted to Executive during the Employee on Term shall be subject to the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code applicable award agreement. Notwithstanding the foregoing, if the Executive’s employment is terminated without Cause by the Company during the first two years following the Effective Date, then all of 1986, as amended; and (B) Employee elects continuation coverage pursuant the Executive’s outstanding unvested equity based awards subject to performance-based vesting granted during the Term to the Consolidated Omnibus Budget Reconciliation Act Executive shall vest as of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible immediately prior to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by without Cause during the Company without CauseEmployment Term, and Employee signs and does not revoke a Release, then then, subject to the timing of payment rules in Section 14(k) and to Employee’s compliance with Section 9, Employee shall be entitled to (unless such termination occurs under the Change of Control circumstances described in Section 7, in which case Employee shall be entitled to the following:payments and benefits described in such Section 7): (i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in an amount equal to three (3) times the sum of Employee’s annual base salaryBase Salary and 100% of his bonus (based upon the higher of (A) his actual bonus earned for 2008 and (B) his target bonus for 2008), as then in effect, such amount to be paid in a single cash lump sum in accordance with the Company’s normal payroll policies no later than for the Company’s first regular payroll date following the Termination Datepayment of Base Salary; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s Termination Date; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the earlier later of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve thirty-six (1236) months from the Termination Date.. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (ii), it is intended that Employee and his family be entitled to such benefits; (iii) A pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a cash lump sum within 10 (ten) business days following Employee’s Termination Date; and (iv) Fifty One hundred percent (50100%) of the Employee’s then unvested stock options Equity Awards shall immediately vest (and any payments in respect of restricted stock units or cash attributable to the value of stock shall be made no later than ten (10) business days after the Termination Date) and, as applicable, become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such all vested sharesEquity Awards in the nature of stock options or similar rights; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement the Equity Plans and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Equity Plans shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date expiration date of any stock option Equity Award as set forth in such stock option agreementthe applicable Equity Plan.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s Resignation for Good Reason, or due to Expiration of Term By Notice of Non-Renewal By the Company. If Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without CauseCause (other than on account of Executive’s death or Disability), and Employee signs and does not revoke a Releasedue to Executive’s resignation for Good Reason, then Employee shall be entitled to or on account of non-renewal by the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid Company in accordance with Section 4, then the CompanyCompany shall provide Executive with the following benefits: a. The Company shall pay Executive the Accrued Compensation; b. Conditioned upon and in exchange for Executive signing, not revoking and allowing to become effective a General Release of all claims in a form to be provided by the Company (the “General Release”), and such General Release becoming effective within sixty (60) days following the Termination Date (such sixty (60)-day period, the “General Release Execution Period”): i. Pay to Executive a lump sum payment, less applicable required withholdings and deductions, equal to twelve (12) months of Executive’s normal payroll policies no later than then current Base Salary (ignoring any decrease in Base Salary that formed the Company’s first basis for Good Reason), which shall be payable on the next regular payroll date of the Company following the sixtieth (60th) day following the Termination Date; provided that, in no event shall such payment occur later than March 15th of the calendar year following the calendar year in which the Termination Date occurs; ii. Pay to Executive any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date or, in the event that less than a full calendar year was completed, a pro-rated Annual Bonus (ii) a one-time “lump sum” payment such earned amount determined without regard to the requirement of severance pay (less applicable withholding taxes) in an amount equal to 100% Executive being employed on the date of Employee’s annual bonus ratepayment), as then in effect, to which shall be paid in accordance with on the otherwise applicable payment date for such Annual Bonus; iii. If Executive timely elects and is eligible for continued coverage under COBRA for Executive and covered dependents under the Company’s normal payroll policies no later than group health plans following such termination employment, then the Company will pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for Executive and eligible dependents on the Termination Date, as and when due to the insurance carrier or COBRA administrator (as applicable), through the earlier to occur of the expiration of the twelve (12)-month period following his Termination Date, the date Executive becomes eligible for coverage under another employer’s group health plan, or the cessation of Executive’s eligibility for the continuation coverage under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect instead to pay Executive on the first day of each month of the applicable period, a fully taxable cash payment equal to such portion of the COBRA premiums for that month, subject to applicable tax withholdings. If Executive becomes eligible for coverage under another employer’s first regular payroll group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease; iv. All of Executive’s then outstanding, unvested equity-based awards subject solely to time-based vesting, that would have become vested (but for such. termination) during the twelve (12)-month period beginning on the Termination Date, shall vest as of the date following immediately prior to the Termination Date; and (iii) v. Subject to the same level next succeeding sentence, all of health (i.e., medical, vision and dental) coverage and benefits as in effect for Executive’s outstanding unvested equity based compensation awards subject to performance-based vesting granted to Executive during the Employee on Term shall be subject to the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code applicable award agreement. Notwithstanding the foregoing, if the Executive’s employment is terminated without Cause by the Company during the first two years following the Effective Date, then all of 1986, as amended; and (B) Employee elects continuation coverage pursuant the Executive’s outstanding unvested equity based awards subject to performance-based vesting granted during the Term to the Consolidated Omnibus Budget Reconciliation Act Executive shall vest as of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible immediately prior to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with If,during the term of this Agreement, the Company terminates the employment of the Employee and such termination is terminated without "cause" (as defined in Section 3.2) or this Agreement is not renewed by the Company without Causefor a three year term on the same terms set forth in this Agreement, this Agreement, except for the provisions of Sections 4.2 and 4.3, shall terminate and the Company shall pay and provide the Employee signs and does not revoke a Releasewith the following: (1) The Company shall immediately pay to the Employee an amount equal to the Employee's monthly base salary (to be determined by dividing the annual base salary specified in Section 2.1 then in effect on the date of termination by twelve) multiplied by the sum of the number of months remaining in the term of this Agreement plus twenty-four (e.g., if three months remain under the term of this Agreement on the date of termination, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in paid an amount equal to Employee’s annual twenty-seven times his monthly base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date); (ii2) The Company shall provide the Employee, throughout a one-time “lump sum” payment period not to exceed the greater of severance eighteen months or the remaining term of this Agreement, such benefits as are provided to the Employee pursuant to Sections 2.3 and 2.5, including a car allowance, except where continuation of benefits cannot be provided as contemplated by the Section 3.1 by reason of a prohibition in the terms of the benefit plan. For purposes of determining the amount of benefits to which the employee shall continue to be entitled pursuant to Sections 2.3 and 2.5, the Employee shall be deemed, throughout the period of his entitlement pursuant to this Section 3.1, to have continued to have performed services for the Company at a rate of total compensation equal to the rate in effect on the date of his termination of employment; (3) The Company shall immediately pay (less applicable withholding taxes) in to the Employee an amount equal to 100% of Employee’s the most recent annual bonus ratepreviously paid to Employee under Section 2.2 multiplied by the sum of the number of years (including any fractions thereof) remaining in the term of this Agreement plus two (2) (e.g., as if one year remains under the term of this Agreement on the date of termination, then in effect, to Employee shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datean amount equal to three times his last bonus); and (iii4) The Company agrees that under the same level of health (i.e., medical, vision 1990 Key Employee Stock Incentive Plan and dental) coverage and benefits as in effect for any other plan under which the Employee on is a participant, with respect to all grants made to Employee (a) all stock options, no matter the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code grant, shall be fully vested and may thereafter be exercised by Employee, or, in the case of 1986his death, as amended; and by his heirs, at any time for a period of five (B5) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) years from the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or of termination; (zb) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options all restrictions on Restricted Stock shall immediately vest and become exercisable and Employee be removed; (c) all conditions under which receipt of Deferred Stock was or is deferred shall have twelve (12) months following the Termination Date to exercise such vested sharesimmediately be deemed fulfilled or waived; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.and

Termination by Company Without Cause. The Company may shall have the unilateral right to terminate EmployeeExecutive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company and this Agreement at any time without Cause, and Employee signs and does not revoke a Releasewithout notice, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than sole and absolute discretion. Any such termination without Cause shall not constitute a breach of any term of this Agreement, express or implied, or a wrongful deprivation of Executive’s office or position. During the CompanyTerm, if the Company terminates Executive’s first regular payroll date following the Termination Date; employment without Cause, either prior to a Change in Control (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1the CIC Agreement) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) more than twelve (12) months following a Change in Control, and Executive’s employment is not terminated due to death or Disability (as defined below), (i) Executive will be eligible to receive cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of Executive’s Base Salary as in effect on Executive’s date of termination of employment, less applicable withholdings (“Severance”), being paid in eleven monthly pro-rata installments with the first installment of Severance being paid on the 60th day after Executive’s “separation from service” (within the meaning of Code Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date. , and (ivii) Fifty vesting of fifty percent (50%) of the Employeeunvested portion of the Stock Option granted to Executive pursuant to Section 2(d) which is then held by Executive shall accelerate. If the Company terminates Executive’s then unvested stock options shall immediately vest and become exercisable and Employee shall have employment without Cause within twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that a Change in Control (as defined in the event of a conflict between the terms CIC Agreement) and conditions of any such Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive severance pay and stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option acceleration as set forth in such stock option agreementthe CIC Agreement and not under this Agreement. Executive’s eligibility to receive the Severance set forth in this Section 4(b) is conditioned on Executive having first timely signed and not revoked a release agreement in the form attached as Exhibit A. If the Company terminates Executive’s employment and this Agreement without Cause, the Company shall have no obligation to Executive except to pay Executive the Severance in accordance with the terms hereof. For avoidance of doubt, the payments and benefits that may be provided under this Section 4(b) or under the CIC Agreement shall not be provided more than once and if payments and benefits are provided under either Section 4(b) or the CIC Agreement, then no payments or benefits will otherwise be provided again under either of these agreements. In no event will payments and benefits be provided to Executive under both this Agreement and the CIC Agreement.

Termination by Company Without Cause. The Company may shall have the right to terminate Employee’s employment without Cause this Agreement during its term, for any reason, upon thirty (30) days 30 days' written notice to EmployeeExecutive. If Employee’s Company may, in its sole discretion, require Executive to cease active employment with the Company is terminated immediately. Upon termination by the Company without Causecause, and Employee signs and does not revoke a ReleaseCompany shall pay Executive: (a) base salary earned but unpaid as of termination, payable within 30 days; (b) the Extension Payment of $6,000,000 in full, payable within 30 days; (c) all amounts then Employee shall be entitled in Executive's LTI account, payable within 30 days; (d) any annual cash incentive bonus for the applicable fiscal year in which the termination occurred, to the following: (i) extent the performance goals applicable to such bonus are met without proration for the 2012 fiscal year, even though Executive was not employed for the entire fiscal year, or a one-prorated portion of such bonus for the 2013 fiscal year based on the number of days of Executive's full time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salaryemployment during the 2013 fiscal year, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; Company policy for such incentive bonus; (iie) a oneany unvested, non-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rateperformance based restricted stock unit awards, as then in effect, to be paid which shall vest in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datetheir terms, and any vested restricted stock unit awards, all of which shall become payable within 30 days; and (iiif) the same level of health (i.e.any unvested, medicalnon-performance based stock options, vision which shall automatically vest and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage be exercisable until the earlier of (yi) the expiration date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, set forth in the stock option award agreement or (zii) twelve one year after the Executive's termination; and (12g) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested unvested, performance-based, restricted stock unit awards and stock options shall immediately continue to vest and become be earned and exercisable and Employee shall have twelve (12) months following in accordance with the Termination Date to exercise such plan under which they were granted. All vested shares; provided, however, that in stock options at the event time of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement termination shall be more favorable to Employee in which case exercisable until the provision(searlier of (i) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as expiration date set forth in such the stock option agreementaward agreement or (ii) one year after the Executive's termination.

Termination by Company Without Cause. The At any time during the term of this Agreement the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Employee without Cause effective upon thirty (30) days delivery of written notice to the Employee. If Employee’s employment with the Company is terminated Upon any such termination by the Company without Cause, and Employee signs and does not revoke a Releaseor upon the Company’s failure to renew this agreement, then Employee the Company shall be entitled pay to the following: Employee all of the Employee’s accrued but unpaid Salary and vacation pay through the date of termination, and thereafter, the Company: (i) a one-time “lump sum” payment of severance shall continue to pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the Employee his Salary payable in accordance with Section 2(a) for a period of one (1) year, (ii) shall continue Employee’s health benefits under the Company’s normal payroll policies no later than then health insurance program(s) for a period of one (1) year (or until Employee’s death or the Company’s first regular payroll date following on which Employee becomes covered by the Termination Date; health plan of a subsequent employer, to the extent that either of these events occurs earlier), and (iiiii) a one-time “lump sum” payment upon submission of severance pay (less applicable withholding taxes) appropriate documentation, if Employee relocates his residence located in an amount equal Greensboro, N.C. to 100% another location located in the continental United States, within one year after the date of Employee’s annual bonus ratetermination, the Company shall reimburse Employee for the full and total cost of transporting all household goods residing at his residence in Greensboro, N.C. to the residence located at such new location. All payments made to the Employee pursuant to this Section 2(c) are collectively, referred to herein as then in effect, to be paid in accordance with the Company’s normal payroll policies no later “Severance Payment.” Other than the Company’s first regular payroll date following Severance Payment, the Termination Date; and (iii) Company shall have no further obligation to the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect Employee except for the Employee on obligations set forth in Section 14 of this Agreement after the day immediately preceding the Termination Datedate of such termination; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) shall only be entitled to continuation of the Internal Revenue Code Severance Payments as long as he is in compliance with the provisions of 1986Sections 7 and 8 of this Agreement. Additionally, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible be entitled to receive continuation coverage pursuant to COBRA, or each month for six (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (126) months following the Termination Date to exercise such vested shares; providedtermination of the Employment Period Employee’s monthly portion of the Salary, howeverso long as Employee is in compliance with Sections 7 and 8 of the Agreement and so long as Employee has not been terminated for “Cause” or voluntarily resigned from employment with the Company, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee restrictive covenant shall govern; provided further, however, that apply notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date payment of any stock option as set forth in such stock option agreementseverance.

Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days written notice to Employeeafter giving a Notice of Termination. If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company's sole obligation hereunder shall be entitled to pay or reimburse the followingExecutive (or facilitate a tax qualified rollover of) the following amounts: (i1) a one-time “lump sum” payment the Executive's accrued Base Salary and accrued vacation not paid as of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii2) a onethe Executive's Pro-time “lump sum” payment Rated Bonus Amount; (3) the Executive's vested benefits as of severance the Termination Date pursuant to the Company's benefit, retirement, incentive and other plans; (4) the Company shall continue to pay the Executive one hundred percent (less applicable withholding taxes100%) in an amount equal to 100% of Employee’s annual bonus ratethe Base Salary for eighteen (18) months following the Termination Date, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than 's customary policies. The continued payment of the Company’s first regular payroll date following Base Salary hereunder shall be terminated if the Executive is found to have violated any of the covenants set forth in Section 12 herein; (5) any and all monies advanced to the Company by the Executive or expenses incurred by the Executive pursuant to Section 8 through the Termination Date; (6) the Company shall maintain in full force and effect for the continued benefit of the Executive, for an eighteen (18) month period after the Termination Date, all medical coverage, programs or arrangements in which the Executive was entitled to participate immediately prior to the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such medical plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive, on an after-tax basis, with benefits substantially similar to those which the Executive was otherwise entitled to receive under such plans and programs for such one-year period; (7) the Company shall accelerate the vesting, by twelve (12) additional months, of all unvested stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits pursuant to the respective benefit plan; and (iii) the same level 8) expenses for outplacement services up to a maximum amount of health ten thousand dollars (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”$10,000), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may may, at its sole discretion, terminate EmployeeExecutive’s employment without Cause upon thirty (30) days by giving written notice to EmployeeExecutive designating an immediate or future Termination Date. If EmployeeExecutive’s voluntary resignation of employment with the Company is terminated due to a material diminution of Executive’s authority, duties or responsibilities shall be treated as a termination by the Company without Cause; provided that, (a) such voluntary resignation occurs within 65 days following the initial occurrence of such diminution, (b) Executive provided written notice of such diminution to the Company’s Chief Executive Officer or to the Board within 30 days of such diminution and (c) the Company failed to cure such diminution within 30 days of receipt of such written notice from Executive. In the event of a termination without Cause, Executive shall receive from the Company his/her Base Salary under Section 2.1 and employee benefits under Section 2.4 through the termination date, and Employee signs and does not revoke a Release, then Employee shall be entitled eligible to receive the benefits described in Sections 3.3(a) and (b) below (collectively, “Severance Pay”), subject to the followingrequirements set forth in Section 3.6 and Section 3.7. The period over which the amounts in Section 3.3(a) are payable is referred to as the “Severance Period.” (a) If Executive is terminated without Cause, the Company will provide the following compensation and benefits to Executive: (i) a one-time “lump sum” A payment equal to 15 months of severance pay (Executive’s then current Base Salary, less applicable withholding taxes) in an withholdings. This amount equal to Employee’s annual base salary, as then in effect, to will be paid in accordance with equal installments on each regularly scheduled payroll pay date during the Company’s normal payroll policies no later than 15-month period that begins on the Company’s first regular payroll date following day immediately after the Termination Release Effective Date;, as described in Section 3.6. (ii) a one-time “lump sum” payment The pro rata portion of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s the annual bonus rate, as then in effect, to and the Supplemental Savings Plan benefits earned through the termination date. Such amount will be paid when all other Company executives receive such payments, but in accordance with the Company’s normal payroll policies no event later than March 15 of the Company’s first regular payroll date year following the Termination Date; andtermination date. (iii) Continued coverage for Executive (and Executive’s spouse and eligible dependents, to the same level of health (i.e., medical, vision and dental) extent they have been provided with coverage and benefits as in effect for the Employee on the day date immediately preceding prior to the Termination Date; providedtermination date and otherwise continue to be eligible for coverage under the terms of the applicable governing documents) pursuant to COBRA, howeverduring the Severance Period. During the Severance Period, that the Company will reduce Executive’s cash Severance Pay by Executive’s share of the cost of these benefits, which is fixed at the amount Executive had been paying for such coverage on the date immediately prior to the termination date. After the Severance Period, Executive (Aand Executive’s spouse and eligible dependents, as applicable) may be eligible for continuation coverage under COBRA or other similar state statute at Executive’s sole expense. Notwithstanding the foregoing, the Company may find alternate medical and dental plan coverage if, by law or other restrictions outside the control of the Company, continued coverage pursuant to COBRA is not permitted. (b) If Employee constitutes is terminated without Cause, Employee will receive fifteen (15) months of age and vesting credit for any unvested equity or long term incentive awards measured from the date of Employee’s termination of employment. For avoidance of doubt, either party’s provision of written notice to the other party of intent not to renew this Agreement pursuant to Section 1.1, above, shall not be deemed a qualified beneficiarytermination without Cause under this section, and in such a case, Executive shall be entitled to receive no compensation or benefits from the Company after Executive’s termination date except as otherwise provided in this paragraph, under law, or the terms of any employee benefit plans in which Executive participates. In the event the Company elects not to renew the Agreement and terminates Executive within twelve months of the end of the Employment Term, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date Executive will receive full vesting of any stock option as set forth in such stock option agreementof Executive’s outstanding equity or long term incentive awards.

Termination by Company Without Cause. The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company may terminate Employee’s employment without Cause upon thirty (30give notice pursuant to this paragraph 5(f) days written notice to Employeein its sole discretion. If Employee’s the Executive's employment with the Company is terminated by the Company without Causecause pursuant to this paragraph 5(f) or the duties and functions of the Executive set forth in section 3 of this agreement are materially changed, the Executive shall continue to receive the Executive’s base salary and bonus, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid medical and dental benefits for the Executive and the Executive’s eligible family, by paying the premium for health coverage until the earlier of (y) the date Employee is no longer eligible to receive insurance continuation coverage pursuant under COBRA for the Executive and the Executive’s eligible family to COBRA, the extent the Executive elects COBRA coverage (or (z) twelve (12) months from by continuing to contribute the Termination Date. (iv) Fifty percent (50%) employer portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following premium normally paid by the Termination Date to exercise such vested shares; providedCompany for its current employees), however, that in the event of for a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Severance Period which shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option determined as set forth in the next sentence. The Severance Period shall consist of the lesser of two hundred and seventy (270) days from the earlier to occur of the date: (i) notice of termination is given pursuant to this paragraph 5(f); or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the Severance Period or the three (3) month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (15th) day of each month in the Severance Period. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this paragraph 5(f) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such stock option agreementbenefits as may be required to be extended under applicable state or Federal law.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employeeat any time. If Employee’s employment with the Company is terminated by the Company without Cause, Cause and Employee signs within sixty (60) days of termination and does not revoke a ReleaseRelease as may be permitted by law, and continues to abide by any continuing obligations to the Company, then Employee shall be entitled to receive the following: (i) a severance payment in an amount equal to one-time “lump sum” payment of severance pay time’s Employee’s annual base salary (less applicable withholding taxes) in an amount equal to Employee’s annual base salary), as then in effect, payable in one payment that the Company shall deliver to be paid in accordance with the Company’s normal payroll policies Employee no later than fourteen (14) days from the Company’s first regular payroll date following on which Employee has returned to the Termination Date;Company an original signed Release. (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 10050% of Employee’s annual bonus raterate (For the purpose of this provision only, Employee’s Annual Bonus Rate shall be the greater of either the most recent Incentive Bonus (as set forth in Paragraph 5(b), above) Employee earned or fifty (50%) of Employee’s annual base salary in effect at the time of termination or resignation less applicable withholding taxes), as then in effect, . The Company shall deliver this payment to be paid in accordance with the Company’s normal payroll policies Employee no later than fourteen (14) days from the Company’s first regular payroll date following on which Employee has returned to the Termination Date; andCompany an original signed Release. (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.;

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without terminates other than voluntarily or for Cause, and Employee signs and does not revoke a Release, then then, subject to Employee’s compliance with Section 9, Employee shall be entitled to the followingto: (i) a one-time “lump sum” payment Receive continuing payments of severance pay (less applicable withholding taxes) in an amount at a rate equal to Employee’s annual his base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to salary and 100% of Employee’s his annual bonus rate, as then in effect, for a period of twelve (12) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andpolicies. (iiiii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Dateday of the Employee’s termination of employment; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the earlier of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve (12) months from the Termination Date. (iviii) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv6(b)(iii) modify or extend the Expiration Date of any stock option as set forth in such the applicable stock option agreement. Notwithstanding the provisions of this Section 6, during the first six (6) months after termination, Employee’s severance benefits will accrue and be paid in a lump sum payment in the seventh month after termination with Employee receiving monthly payments thereafter for the remaining severance benefits, unless the Company reasonably determines that under Internal Revenue Service guidance, the tax under Internal Revenue Code Section 409A does not apply to such payments.

Termination by Company Without Cause. The Company may terminate Employee’s Executive's employment hereunder without Cause (as defined in Section 5.2 herein) in its sole discretion upon thirty (30) days written notice to Employeethe Executive. If Employee’s Executive's employment with the Company under this Agreement is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual Executive's accrued base salary, a pro-rata portion of the bonus received by Executive during the preceding year and accrued and unused vacation earned through the Executive's last day of employment, less standard deductions and withholdings. In addition, upon Executive's furnishing to the Company an executed release and waiver of claims (the "Release and Waiver") (a form of which is attached hereto as then in effectExhibit A), to the Executive shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that entitled to: (A) the Employee constitutes continuation of the Executive's monthly base salary in effect at the time of termination for i) the "Severance Period," which will be the greater of a qualified beneficiary, as defined in Section 4980B(g)(1period of eighteen months and payment of one-eighteenth (1/18) of the Internal Revenue Code bonus Executive received during the year prior to termination, subject to standard deductions and withholdings; or ii) the remainder of 1986the current term of the Agreement and monthly payments equivalent to a pro rata portion of the bonus Executive received during the year prior to termination, as amendedsubject to standard deductions and withholdings; and (B) Employee in the event that Executive elects continuation continued coverage pursuant to under COBRA, the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended (“COBRA”)part of this Agreement and in consideration thereof, within will reimburse Executive for the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-same portion of Executive's COBRA health insurance premium that it paid health coverage during Executive's employment up until the earlier of either (yi) the last day of the Severance Period or, (ii) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRAin which Executive begins full-time employment with another company or business entity, or (z) twelve (12) months from provided that Executive will be responsible for the Termination Date. (iv) Fifty percent (50%) same portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following COBRA health insurance premium that Executive paid during Executive's employment with the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If Employeethe Executive’s employment with the Company is terminated by the Company without CauseCause during the Term, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly; (ii) The Executive shall receive a one-time “lump sum” payment for his Annual Bonus, which shall be calculated by averaging the amount of severance pay the Annual Bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period; (less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period; provided that if the Company’s contributions or payments under this Section 5(d)(iii) would violate the nondiscrimination rules, and result in the imposition of penalties, under the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform this provision in such manner as then is necessary to comply with the PPACA and avoid any such penalties while keeping the Executive in effectthe same economic position; (iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effect at the time of termination and shall continue to be paid pay the Executive his car lease/allowance payment, in each case, in no event later than the date set forth in Section 4(h); (v) During the Severance Period, the Executive shall continue to receive the fringe benefits described on and in accordance with Schedule X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company’s normal payroll policies , with such payments and reimbursements being made no later than the Company’s first regular payroll date following the Termination Date; andforth in Schedule X; (iiivi) With respect to any outstanding stock options in which the same level Executive has vested as of health (i.e.the effective date of his termination, medical, vision and dental) coverage and benefits as in effect all such stock options will remain exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.effective date of the Executive’s termination, the latest date upon which the stock option would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the stock option; (ivvii) Fifty percent (50%) The Executive shall receive any unpaid portion of the Employee’s then unvested stock options Supplemental Bonus, paid in a lump sum. For purposes of determining the amount of Supplemental Bonus payable, all applicable performance goals shall immediately vest be deemed fully achieved at targeted levels; and (viii) The Accrued and become exercisable Other Obligations. The benefits and Employee compensation described in Sections 5(d)(i) through (viii) that the Executive shall have twelve receive is referred to jointly herein as the Severance Compensation. The Executive shall not be entitled to any Severance Compensation unless (12i) months the Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the Executive executes and delivers to the Company a release in form and substance acceptable to the Company, and such release becomes irrevocable by the 60th day following the Termination Date to exercise such vested shares; providedeffective date of the Executive’s Separation from Service, however, that in by which the event of a conflict between Executive releases the terms Company from any obligations and conditions liabilities of any such stock option agreement and type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the terms Company’s obligations with respect to the Severance Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and conditions attorneys fees relating to litigation, judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. Subject to Section 5(j) below, the Severance Compensation will be paid or provided (or will begin to be paid or provided) as soon as administratively practicable after the release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. The parties hereto acknowledge that the Severance Compensation to be provided under this Agreement shall prevail unless Section 5(d) is to be provided in consideration for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified release. The Severance Compensation described in this Section 6(b)(iv5(d) modify or extend any applicable Section below is intended to supersede any other severance payment provided by any Company policy, plan or practice. Therefore, to the Expiration Date extent that the Executive receives Severance Compensation consistent with the terms of Section 5, the Executive shall be disqualified from receiving any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.

Termination by Company Without Cause. The Company may terminate Employeethis Agreement and Executive’s employment hereunder without Cause Cause, effective upon thirty (30) days delivery of written notice to EmployeeExecutive given at any time during the Term (without any necessity for prior notice) provided that the Company complies with all provisions of this Agreement, including without limitation, obligations related to severance, vesting of options and continuation of benefits as set forth herein. If Employee’s employment with the Company Executive is terminated by the Company without Cause, cause and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to EmployeeCompany’s annual base salary, as revenues are less than Fifty Million Dollars ($50,000,000) then in effect, to Executive will be paid for twenty-four (24) consecutive months of Executive’s Base Salary subject to any annual, cumulative increases as provided for in paragraph 4 (a) hereinabove as well as any bonuses, stock grants (which shall fully vest and be exercisable in accordance with the non-qualified stock option agreement executed between Executive and Company) and benefits that were awarded or should have been awarded during the Initial Term but for Company’s normal payroll policies no later than the termination without cause. If Executive is terminated without cause and Company’s first regular payroll date following annual revenues are greater than Fifty Million Dollars ($50,000,000) Executive shall be paid for the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) entire Base Salary for each year that remains in an amount equal to 100% of Employee’s annual bonus ratethe Initial Term, as then in effectwell as any bonuses, to stock grants (which shall fully vest and be paid exercisable in accordance with the non-qualified stock option agreement executed between Executive and Company) and benefits that were awarded or should have been awarded during the Initial Term but for Company’s normal payroll policies termination without cause. Furthermore, in the event that Executive is terminated without cause then with respect to the Extended Term, Executive shall be paid Executive’s annual Base Salary (which shall include the annual cumulative minimum increase as set forth in this Agreement) as well as any associated bonuses, stocks and benefits if the conditions for Executive being granted the Extended Term are satisfied. Furthermore, in the event that Executive is terminated by Company without cause no later than matter if the Company’s first regular payroll date following the Termination Date; and annual revenues are either less than, equal to or greater than Fifty Million Dollars (iii$50,000,000) the same level of health (i.e., medical, vision Executive shall have no duty to mitigate and dental) coverage Executive shall be free to accept employment from any third party and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until perform under the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as obligations set forth in such stock option agreementthis subparagraph 5 (c).

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty If the Employment Period ------------------------------------ terminates for a reason set forth in clause (30i) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:of Section 4; (i) a one-time “lump sum” payment of severance the Company shall pay to the Executive (less applicable withholding taxesA) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following Base Compensation otherwise payable through the Termination Date, (B) vacation pay accrued through the Termination Date and (C) reimbursement of expenses incurred through the Termination Date, in each case to the extent not theretofore paid; (ii) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in to the Executive, if the termination occurs prior to January 1, 2000, an amount equal to 100% of Employee’s annual bonus rateone and one-half times the Executive's Annual Compensation for the year in which the Termination Date occurs, as then or if the termination occurs on or after January 1, 2000, one times the Executive's Annual Compensation for the year in effect, to which the Termination Date occurs (assuming in each case that Annual Incentive Compensation will be paid in accordance with at the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andtarget level); (iii) the same level Company shall pay to the Executive a pro rata portion of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes Executive's targeted Annual Incentive Compensation for the year in which the Termination Date occurs and (B) the Executive's Long-Term Incentive Bonus, each of which shall be determined and payable as soon as possible; the Long-Term Incentive Bonus portion shall be based on the appropriate percentage of the Executive's aggregate Base Compensation earned from January 1, 1998 through the end of the month in which the Termination Date occurs, as determined by the Board or its delegate in the manner described in Section 3 after prorating through the end of the month in which the Termination Date occurs on a qualified beneficiarystraight line basis over the three year period the applicable performance criteria set forth on (or determined pursuant to) Appendix B; ---------- (iv) the Company shall provide the Executive with continued coverage, or substantially equivalent coverage, during the period represented by the amount of the Annual Compensation payment under clause (ii) (i.e., one and one-half years or one year, as ---- the case may be) under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long- term disability, short-term disability, group life insurance, and executive insurance programs) unless the Executive becomes covered under similar plans or arrangements maintained by a subsequent employer; provided that if the Company is unable to -------- provide such continued coverage or substantially similar coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such benefits; and (v) the Company shall provide to the Executive outplacement services appropriate for the Executive in accordance with industry standards (the cost of which shall not exceed 15% of the Executive's Base Compensation). If the Company shall cause the "Constructive Discharge" of the Executive as defined in Section 4980B(g)(1) 8, it shall be treated for all purposes hereunder as a termination of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) employment of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementExecutive without Cause.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(e)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to receive the following: (i) a one-severance payment equivalent to one time “lump sum” (1.0x) the sum of Executive’s Base Salary and the Executive’s target Annual Bonus in effect for the year in which termination occurs. Such severance payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll cycle, with the first payment commencing upon the pay date immediately following the Termination Dateeffective date of the Release, if not timely revoked, as described in this Section 5(e), and on a continuing basis until the full amount has been paid; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision if Executive timely and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive and any of the Executive’s dependents that were participating in in such plan immediately prior to COBRAExecutive’s termination (the “COBRA Subsidy”). The Company shall continue to provide Employee with Company-paid health coverage the COBRA Subsidy until the earlier earliest of: (i) the twelve (12) month anniversary of the Termination Date, or (yii) the date Employee Executive is no longer eligible to receive COBRA continuation coverage pursuant coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to COBRAcontinue to cover the Executive or the Executive’s dependents under its group health insurance plans, or (z) then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of twelve (12) months from months; and (iii) automatic and immediate vesting of any and all then outstanding equity benefits, including without limitation, the Signing RSUs, Initial RSUs, RSUs granted pursuant to the Annual Equity Grants, and any additional RSUs granted pursuant to any other equity incentive plans as may be in effect at such time, within seven (7) calendar days of the effective date of the Release, as described in this Section 5(e). The above severance payments, COBRA Subsidy and vesting of all equity benefits under Sections 5(e)(i) through (iii) are collectively referred to as the “Termination Compensation”). Executive shall not be entitled to the Termination Date. (iv) Fifty percent (50%) Compensation unless and until Executive executes a separation and release agreement which shall include a full waiver and general release of claims in favor of the Employee’s then unvested stock options shall immediately vest Company, in substantially the form and become exercisable substance attached hereto as Exhibit B (the “Release”), and Employee shall have twelve such Release becoming effective, if not timely revoked under the terms thereof, within fifty-two (1252) months days following the Termination Date (the “Release Execution Period”). Such release shall not affect Executive’s right to exercise such vested shares; provideda defense by legal counsel and indemnification, howeverif any, that for actions taken within the scope of Executive’s employment. If the Release Execution Period straddles two taxable years of Executive, then the Company shall pay the Termination Compensation starting in the event second of a conflict between such taxable years (with any missed severance payments being paid to the terms and conditions of any such stock option agreement and this Agreement, Executive on the terms and conditions of this Agreement shall prevail unless first payroll date occurring in the conflicting provision(ssecond calendar year). The Parties hereto acknowledge that the Termination Compensation to be provided under Section 5(e)(i) is to be provided in any such stock option agreement shall be more favorable to Employee in which case consideration for the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementRelease.

Termination by Company Without Cause. The Company may terminate Employeethe Executive’s employment hereunder at any time without Cause upon thirty (30) days written notice to Employee. If Employee’s employment cause by providing them with the Company is terminated by the Company without CauseAccrued Entitlements, and Employee signs and does not revoke a Release, then Employee shall be entitled in addition to either (i) or (ii) of the following: (i) If the termination occurs outside of the Change in Control Period (as defined below), the Company shall pay the Executive twelve (12) months of the Executive’s Base Salary in lieu of notice and severance (if applicable) by salary continuance, accrued vacation pay up to and including the minimum statutory notice period, any Bonus entitlement for the preceding year (if not yet paid), a onepro-time “lump sum” payment rated Bonus based on the number of severance months the Executive was actively employed up to the Date of Termination, and continue to pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid premiums and continue all benefits coverage in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage plans until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zi) twelve (12) months from the Date of Termination, or (ii) the date that the Executive replaces such coverage by securing alternate employment. The Company confirms that all benefits will be continued at least for the minimum period required by the ESA regardless of when the Executive finds alternate employment. The Executive will be entitled to stock options and stock-based awards as detailed in the Equity Documents. (ii) If the Date of Termination is within twelve (12) months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”), the Company shall pay the Executive twelve (12) months of the Executive’s Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) in lieu of notice and severance (if applicable) in the most tax effective manner, accrued vacation pay up to and including the minimum statutory notice period, any Bonus entitlement for the preceding year (if not yet paid), a pro-rated Bonus calculated at target for the then-current year, and continue to pay premiums and continue all benefits coverage in accordance with the terms of the plans until the earlier of (i) twelve (12) months from the Date of Termination, or (ii) the date that the Executive replaces such coverage by securing alternate employment. The Company confirms that all benefits and premium payments will be continued at least for the minimum period required by the ESA, regardless of when the Executive finds alternate employment. In addition, notwithstanding anything to the contrary in the Equity Documents, all stock options and other stock-based awards that are subject exclusively to time-based vesting conditions (for greater certainty, not including the Performance Options) held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date. (iii) The Executive acknowledges and agrees that any payments and benefits provided pursuant to Section 3 that exceed the minimum ESA entitlements are conditional on the signing of a Separation Agreement and Release by the Executive. (iv) Fifty percent The Executive acknowledges and agrees that payments and benefits provided pursuant to Section 3 (50%c) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement supersede and replace any and all rights to reasonable notice of termination that the Executive might otherwise be entitled to at common law. The Executive agrees that the payments include all amounts owing for termination and/or severance pay under any contract, common law, statute (including without limitation the ESA), or otherwise. The Company shall prevail unless fully comply with the conflicting provision(sESA. (v) in any such stock option agreement The amounts payable under Section 3(c)(ii) shall be more favorable to Employee in which case paid within sixty (60) days after the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementTermination.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated Non-Renewal by the Company without Company/Termination by Employee for Good Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:. (i) If Company terminates employment without Cause or following the Company’s non-renewal pursuant to Section 1, or if Employee terminates for Good Cause, Company will pay all Accrued Obligations. (ii) In addition, if Employee signs a one-Severance Agreement and General Release of claims in a form satisfactory to Company (the “Release”) and Employee does not revoke such Release within any time “lump sum” payment of severance period revocation is permitted by the Release’s terms: (1) Company will pay (less applicable withholding taxes) Employee, in an amount equal to Employee’s annual base salary, as then in effect, to be paid periodic payments in accordance with ordinary payroll practices and deductions, Employee’s current Base Salary for twelve (12) months (such period, the Company“Company Termination Severance Pay Period” and such payments, the “Company Termination Severance Payments”). (2) Employee shall remain eligible for a pro-rata portion of the Annual Bonus for the year in which such termination occurs, calculated based upon actual performance and pro-rated to reflect Employee’s normal payroll policies period of employment during the performance period through the date of termination; provided further that calculation and payment of the bonus, if any, will be made pursuant to the plan in effect during the termination year. (3) Notwithstanding anything to the contrary set forth in any equity award agreements between the Company and Employee (except in circumstances where treatment more favorable to Employee is provided in any such equity award agreement), (x) any unvested CCOH equity awards granted prior to the Effective Date shall vest in full on the date of termination; (y) any unvested time-vesting equity awards granted after the Effective Date which are scheduled to vest within the twelve (12) month period following the date of termination shall vest in full on the date of termination pursuant to this Section 9(d); and (z) any outstanding and unvested performance stock units granted after the Effective Date will vest as follows: (i) one-third (1⁄3) of the target number of shares underlying the performance stock units are eligible to vest if the date of termination is before the date which is two (2) years prior to the Vesting Date (as defined in the applicable award agreement), (ii) two-thirds (2⁄3) of the target number of shares underlying the performance stock units are eligible to vest if the date of termination is on or after the date which is two (2) years prior to the Vesting Date but before the date which is one (1) year prior to the Vesting Date, and (iii) one hundred percent (100%) of the target number of shares underlying the performance stock units are eligible to vest if the date of termination is on or after the date which is one (1) year prior to the Vesting Date. The portion of the performance stock units eligible to vest pursuant to this Section 9(d) will remain outstanding and eligible to be earned at the end of the applicable performance period based on the relative total shareholder return performance (or other applicable performance metric) as outlined in the applicable award agreement and, if earned, will then be distributed to Employee within sixty (60) days. The Release shall be provided to Employee on or before Employee’s termination date and must be executed by Employee and irrevocable by the thirtieth (30th) day following the termination date. The payments and benefits described above shall be provided to Employee (or shall begin to be provided to Employee, as applicable) no later than the Company’s first regular second regularly scheduled payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal date that the Release is effective and irrevocable, subject to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateSection 18 below; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of that the period in which Employee has to review and execute the Release begins in one tax year and ends in a conflict between the terms and conditions of any such stock option agreement and this Agreementlater tax year, the terms payments and conditions of this Agreement benefits described above shall prevail unless the conflicting provision(sbe provided to Employee (or shall begin to be provided to Employee, as applicable) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementlater tax year.

Termination by Company Without Cause. The If the Triggering Event was a Termination by the Company may terminate EmployeeWithout Cause (that is not a Termination Arising Out of a Change of Control), then Executive shall be entitled to receive (i) Executive’s employment without Cause upon Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive’s Target Incentive Compensation Bonus for the year in which the termination occurred, if any, pro rated to Executive’s date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Severance Benefit. For purposes of this Subsection 5.2(c), any payment or benefit that the Executive receives shall be treated as a “separate payment” for the application of Section 409A of the Internal Revenue Code (“Code”). If the Executive receives any payment or benefit due to his Termination by the Company Without Cause, Company will determine if the involuntary separation from service exception of Treasury regulation §1.409A-1(b)(9)(iii) applies, and, if it does apply, Executive shall receive that portion of the Severance Benefit which satisfies the involuntary separation from service exception within thirty (30) days written notice of Executive signing a Separation Agreement and General Release similar to Employee. that attached hereto as Exhibit A. If Employee’s employment the Compensation Committee determines that the Executive is a Specified Employee then his Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 409A of the Code with regard to that portion of the Company is terminated by the Company without Cause, and Employee signs and Severance Benefit that does not revoke a Release, then Employee shall be entitled satisfy the involuntary separation from service exception to Treasury regulation §1.409A-1(b)(9)(iii). Executive’s entitlement to the following: (ibenefits provided in subsections 5.2(c)(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and and (iii) are contingent on Executive signing a Separation Agreement and General Release provided by the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRACompany.”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company may terminate Employee’s employment without Cause upon thirty (30give notice pursuant to this paragraph 5(e) days written notice to Employeein its sole discretion. If Employee’s the Executive's employment with the Company is terminated by the Company without Causecause pursuant to this paragraph 5(e), the Executive shall continue to receive the Executive’s base salary and bonus, and Employee signs the Company shall continue medical and does not revoke dental benefits for the Executive and the Executive’s family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees), for a Release, then Employee Severance Period which shall be entitled determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred eighty days from the earlier to occur of the following: date (i) a one-time “lump sum” payment notice of severance pay (less applicable withholding taxestermination is given pursuant to this paragraph 5(e) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; or (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage which employment actually terminates pursuant to this paragraph 5(e). Notwithstanding the Consolidated Omnibus Budget Reconciliation Act of 1985foregoing, as amended the Executive shall only become eligible for a Severance Period if the Executive is terminated without cause at any time after Six (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (126) months from the Termination Date. (iv) Fifty percent (50%) date the Executive commenced employment under this Agreement. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the EmployeeSeverance Period or the Six (6) month period subsequent to the Executive’s then unvested stock options termination. The sum, if any, payable to the Executive in respect of the Severance Period shall immediately vest and become exercisable and Employee shall have twelve be payable in equal monthly installments on the Fifteenth (1215th) months following the Termination Date to exercise such vested shares; provided, however, that day of each month in the event Severance Period. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of a conflict rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the terms parties. The salary, bonus (if any) and conditions health insurance benefits to be provided under this paragraph 5(e) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any such stock option agreement and type whatsoever under this Agreement, except for the terms Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this paragraph 5(e) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and conditions of this Agreement shall prevail unless the conflicting provision(s) in not receive any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify other compensation or extend the Expiration Date benefits of any stock option type following the effective date of termination, except such benefits as set forth in such stock option agreementmay be required to be extended under applicable state or Federal law.

Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days by delivering written notice to Employee. the Executive at least forty-five (45) days prior to the effective date of such termination. (i) If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, then, subject to the terms and Employee signs and does not revoke a Releaseconditions set forth in this Section 5(e), then Employee the Executive shall be entitled to the following: receive (i1) a one-time “lump sum” payment of severance pay any Accrued Current Compensation, (less applicable withholding taxes2) in an aggregate amount equal to Employeethe product of the Executive’s annual base salarythen-current Base Salary, expressed on a per diem basis, multiplied by the greater of three hundred sixty-five (365) or the number of days measured from the date of termination of employment to the Expiration Date, and (3) an aggregate amount equal to the excess, if any, of (x) the product of Executive’s Target Annual Bonus for the year in which Executive’s termination of employment occurs multiplied by two (2), over (y) the gross amount of Target Annual Bonus payments made to Executive during the Employment Period for years commencing on or after the Commencement Date (the amounts payable pursuant to clauses (2) and (3) of this sentence hereinafter referred to collectively as then in effect, to the “Severance Pay”). This Severance Pay shall be paid in accordance substantially equal monthly installments (or such other frequency consistent with the Company’s normal payroll policies practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the CompanyExecutive’s first regular payroll date following employment is terminated by the Termination Date; (ii) a one-time “lump sum” Company without Cause, except as otherwise provided in this Agreement. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of severance pay (less COBRA premiums is permitted under applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus ratelaws and regulations, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage pay the COBRA premiums until the earlier of (yA) such time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date Employee of his termination. Further, the Executive shall be reimbursed in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination. (ii) In addition to the Executive’s severance calculated in accordance with Section 5(e)(i), if the Executive's employment is no longer eligible terminated by the Company without Cause, the vesting period shall be accelerated for all of Executive’s unvested options, shares of restricted stock, or other rights to receive continuation coverage purchase equity securities of the Company (collectively, the “Award Shares”) awarded to Executive pursuant to COBRAany Plan, or such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment. (ziii) The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) months from month period subsequent to his termination pursuant to this Section 5(e).Furthermore, the Termination Dateobligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. (iv) Fifty percent The Severance Pay, COBRA premium payment and accelerated vesting of Award Shares to be provided under this Section 5(e) are referred to herein collectively as the “Termination Compensation.” The Executive shall not be entitled to any Termination Compensation unless (50%i) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions Executive complies with all surviving provisions of any such stock option agreement Confidentiality Agreement by which the Executive is bound, and (ii) the Executive executes and delivers to the Company after a notice of termination and on or before the last date on which the severance pay is scheduled to commence, a mutual release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the terms and conditions Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of this Agreement shall prevail unless his employment. Notwithstanding anything herein to the conflicting provision(s) in any such stock option agreement contrary, no Termination Compensation shall be more favorable paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to Employee be provided under this Section 5(e)(iv) is to be provided in which case part in consideration for the provision(sabove-specified release. (v) more favorable to Employee shall govern; Except as otherwise provided furtherunder Section 11, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified Termination Compensation described in this Section 6(b)(iv5(e) modify is intended to supersede any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive shall be disqualified from receiving any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.

Termination by Company Without Cause. The Company may in its sole discretion terminate this Agreement at any time without Cause (as defined below). If Company does so, following Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: execution of (i) a one-time “lump sum” payment legal release in the form attached hereto as Exhibit B, (ii) an acknowledgement of severance pay (less applicable withholding taxes) in an amount equal to Employee’s continuing obligations regarding the confidentiality of Company’s proprietary information and trade secrets as set forth herein, and (iii) an agreement in a form reasonably satisfactory to Company to treat as confidential information of Company the circumstances of Employee’s separation from Company and compensation received by Employee in connection with that separation: (A) Company shall continue to pay Employee’s then-current annual base salarysalary until the later of (i) the end of the Term or (ii) nine (9) months following the date of termination, as then payable in effectequal installments, less legally required withholdings, pursuant to be paid in accordance with the Company’s normal payroll policies practices and schedule; (B) Company shall pay Employee, no later than the Company’s first regular payroll Company pay date following the Termination Date; date of termination, for any vacation that he has accrued but not used in the manner set forth in Section 4(a), above; (iiC) a one-time “lump sum” payment of severance Company shall pay (less applicable withholding taxes) in an amount equal to 100% Employee the prorated portion of Employee’s annual bonus ratePerformance Bonus, if any, in the calendar year in which the termination occurs; (D) all unvested Company stock options or restricted Company stock held by Employee will, as then of the date of termination, notwithstanding any contrary term contained in effectthe award or restricted stock agreements applicable thereto, immediately and automatically vest or all restrictions applicable thereto will lapse, as the case may be, provided that any right to exercise any vested options will be paid as set forth in accordance with Employee’s applicable stock option grant notice, stock option agreement and the Company’s normal payroll policies no later than 2006 Stock Incentive Plan or other applicable stock incentive plan; (E) Company shall pay the Company’s first regular payroll date following the Termination Date; and (iii) the same level total cost of group health (i.e., medical, vision insurance continuation coverage for Employee and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) his dependents under Title X of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within through the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier later of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, end of the Term or (zii) twelve nine (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (129) months following the Termination Date to exercise such vested sharesdate of termination; provided, however, that Employee and his dependents will be solely responsible for electing such COBRA coverage within the required time periods; and (E) Company will pay Employee all payments required to satisfy any exercise of the Put Option set forth in Section 10 hereof. Because this subsection is intended to provide compensation and benefits to enable Employee to support himself in the event of Employee’s loss of employment under certain circumstances specified herein, Employee’s right to compensation and benefits under this subsection shall not be triggered solely by a conflict between the terms and conditions Change of any such stock option agreement and this AgreementControl (as defined below), the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) except as provided in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided furtherSection 9(e), however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementbelow.

Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s Resignation for Good Reason, or due to Expiration of Term By Notice of Non-Renewal By the Company. If Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without CauseCause (other than on account of Executive’s death or Disability), and Employee signs and does not revoke a Releasedue to Executive’s resignation for Good Reason, then Employee shall be entitled to or on account of non-renewal by the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid Company in accordance with Section 4, then the CompanyCompany shall provide Executive with the following benefits: a. The Company shall pay Executive the Accrued Compensation; b. Conditioned upon and in exchange for Executive signing, not revoking and allowing to become effective a General Release of all claims in a form to be provided by the Company (the “General Release”), and such General Release becoming effective within sixty (60) days following the Termination Date (such sixty (60)-day period, the “General Release Execution Period”): i. Pay to Executive a lump sum payment, less applicable required withholdings and deductions, equal to twelve (12) months of Executive’s normal payroll policies no later than then current Base Salary (ignoring any decrease in Base Salary that formed the Company’s first basis for Good Reason), which shall be payable on the next regular payroll date of the Company following the sixtieth (60th) day following the Termination Date; provided that, in no event shall such payment occur later than March 15th of the calendar year following the calendar year in which the Termination Date occurs; ii. Pay to Executive any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date or, in the event that less than a full calendar year was completed, a pro-rated Annual Bonus (ii) a one-time “lump sum” payment such earned amount determined without regard to the requirement of severance pay (less applicable withholding taxes) in an amount equal to 100% Executive being employed on the date of Employee’s annual bonus ratepayment), as then in effect, to which shall be paid in accordance with on the otherwise applicable payment date for such Annual Bonus; iii. If Executive timely elects and is eligible for continued coverage under COBRA for Executive and covered dependents under the Company’s normal payroll policies no later than group health plans following such termination employment, then the Company will pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for Executive and eligible dependents on the Termination Date, as and when due to the insurance carrier or COBRA administrator (as applicable), through the earlier to occur of the expiration of the twelve (12)-month period following his Termination Date, the date Executive becomes eligible for coverage under another employer’s group health plan, or the cessation of Executive’s eligibility for the continuation coverage under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect instead to pay Executive on the first day of each month of the applicable period, a fully taxable cash payment equal to such portion of the COBRA premiums for that month, subject to applicable tax withholdings. If Executive becomes eligible for coverage under another employer’s first regular payroll group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease; iv. All of Executive’s then outstanding, unvested equity-based awards subject solely to time-based vesting, that would have become vested (but for such termination) during the twelve (12)-month period1 beginning on the Termination Date, shall vest as of the date following immediately prior to the Termination Date; and (iii) v. Subject to the same level next succeeding sentence, all of health (i.e., medical, vision and dental) coverage and benefits as in effect for Executive’s outstanding unvested equity based compensation awards subject to performance-based vesting granted to Executive during the Employee on Term shall be subject to the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code applicable award agreement. Notwithstanding the foregoing, if the Executive’s employment is terminated without Cause by the Company during the first two years following the Effective Date, then all of 1986, as amended; and (B) Employee elects continuation coverage pursuant the Executive’s outstanding unvested equity based awards subject to performance-based vesting granted during the Term to the Consolidated Omnibus Budget Reconciliation Act Executive shall vest as of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible immediately prior to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The If the Company may terminate Employeeterminates Executive’s employment at any time without Cause upon Cause, the Company shall provide to Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company effective date of the Release attached hereto as Exhibit B (as “Effective Date” is terminated by defined in the Company without CauseRelease), as the only severance compensation and Employee signs and does not revoke a Release, then Employee shall be entitled to benefits the following: (ia) a one-time “lump sum” payment of Cash severance pay (less applicable withholding taxes) payments, subject to standard withholdings or deductions, in an amount equal to Employeethe sum of: (1) Executive’s annual base salary, as then in effect, to be paid salary through the date of termination (including accrued but unused vacation); (2) any earned but unpaid portion of Executive’s SECP bonus for the fiscal year preceding the year of termination; (3) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy before the Companydate of Executive’s normal payroll policies no later than date of termination and (4) such employee benefits, if any, as to which Executive may be entitled under employee benefit plans in accordance with their then-existing terms at the Companytime of Executive’s first regular payroll date following termination of employment (collectively, the Termination Date“Accrued Rights”), payable in a lump sump; (ii) a onepro-time “lump sum” payment rated bonus under the SECP for the year of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus ratetermination, as then in effectdetermined by the Board, to be paid in accordance with considering the Company’s normal payroll policies no later than actual performance for the Company’s first regular payroll date following entire year and the Termination Datenumber of calendar months during the fiscal year that Executive was employed before such termination (rounded up to the next whole month), payable in a lump sum; and (iii) two (2) times the same level sum of health (i.e., medical, vision Executive’s then existing base salary and dental) coverage and benefits as in effect target annual bonus opportunity for the Employee on year of termination (or, if higher, the day immediately annual bonus awarded in respect of the year preceding the Termination Dateyear of employment termination), payable in twenty-four (24) equal monthly installments following termination of employment; provided, however, that and (Ab) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation Company paid coverage pursuant to for Executive under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time ) for a period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) 18 months following the Termination Date termination of employment (or such shorter period that Executive is entitled to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCOBRA continuation coverage).

Termination by Company Without Cause. The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(e)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to receive the following: (i) a one-time “lump sum” severance payment equivalent to three times (3x) the sum of Executive’s Base Salary and the greater of either the (i) highest Annual Bonus the Executive received during the three calendar years prior to the Termination Date or (ii) the Executive’s target Annual Bonus in effect for the year in which termination occurs. Such severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to payment shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll cycle, with the first payment commencing upon the pay date immediately following the Termination Dateeffective date of the Release, if not timely revoked, as described in this Section 5(e), and on a continuing basis until the full amount has been paid; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision if Executive timely and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive and any of the Executive’s dependents that were participating in in such plan immediately prior to COBRAExecutive’s termination (the “COBRA Subsidy”). The Company shall continue to provide Employee with Company-paid health coverage the COBRA Subsidy until the earlier earliest of: (i) the twenty-four (24) month anniversary of the Termination Date, or (yii) the date Employee Executive is no longer eligible to receive COBRA continuation coverage pursuant coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to COBRAcontinue to cover the Executive or the Executive’s dependents under its group health insurance plans, or then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of eighteen (z18) twelve months; and (12iii) months from automatic and immediate vesting of any and all equity benefits including, without limitation, the Initial RSUs, and RSUs under the STIP and the LTIP (all within seven (7) calendar days of the effective date of the Release, as described in this Section 5(e)). The above severance payments, COBRA Subsidy and vesting of all equity benefits under Sections 3(e)(i) through (iii) are collectively referred to as the “Termination Compensation”). Executive shall not be entitled to the Termination Date. (iv) Fifty percent (50%) Compensation unless Executive executes a separation and release agreement which shall include a full waiver and general release of claims in favor of the Employee’s then unvested stock options shall immediately vest Company, in substantially the form and become exercisable substance attached hereto as Exhibit B (the “Release”), and Employee shall have twelve such Release becoming effective, if not timely revoked under the terms thereof, within fifty-two (1252) months days following the Termination Date (the “Release Execution Period”). Such release shall not affect Executive’s right to exercise such vested shares; provideda defense by legal counsel and indemnification, howeverif any, that for actions taken within the scope of Executive’s employment. If the Release Execution Period straddles two taxable years of Executive, then the Company shall pay the Termination Compensation starting in the event second of a conflict between such taxable years (with any missed severance payments being paid to the terms and conditions of any such stock option agreement and this Agreement, Executive on the terms and conditions of this Agreement shall prevail unless first payroll date occurring in the conflicting provision(ssecond calendar year). The Parties hereto acknowledge that the Termination Compensation to be provided under Section 5(e)(i) is to be provided in any such stock option agreement shall be more favorable to Employee in which case consideration for the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementRelease.

Termination by Company Without Cause. The Company may terminate Employee’s employment at any time without Cause upon thirty (30) days written notice to EmployeeCause. If the Company terminates Employee’s employment without Cause, the Company’s only obligations shall be: (a) to provide Employee with the same payments and benefits as would be provided if the Company is had terminated Employee’s employment for Cause; and (b) if Employee executes a general release of claims in a form reasonably required by the Company without Cause(“Release Agreement”) within sixty (60) days after Employee’s Separation Date, and Employee signs and does not revoke a Release, then Employee payment of “Severance” which shall be entitled equal to the following: (i) a one-time “lump sum” sum payment of severance pay Twelve (less applicable withholding taxes12) in an amount equal to months of Employee’s annual base salaryBase Salary at Employee’s then-current rate, as then in effectplus one additional month of Employee’s Base Salary for every year of service completed since June 7, 2019, not to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateexceed a total of twenty-four (24) months; (ii) a one-time “lump sum” sum payment of severance pay (less applicable withholding taxes) in an amount equal to 100% any Discretionary Bonus for the prior calendar year already determined by the Board of Employee’s annual bonus rateDirectors of Edesa, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andbut not yet paid; (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect a lump sum payment for Employee’s potential Discretionary Bonus for the Employee current calendar year (and the prior calendar year if no Discretionary Bonus for the prior calendar year has already been determined by the Board of Directors of Edesa), prorated over the Employee’s length of service in the calendar year in which her employment was terminated, based on an average of the day Discretionary Bonuses paid or payable for the two years immediately preceding the Termination Datetermination (or based on the last Discretionary Bonus determined by the Board of Directors where such bonus has only been determined for one calendar year). Severance shall be paid no later than 14 calendar days after the date on which the Release Agreement becomes effective; providedexcept that, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue not be obligated to provide pay Severance before Employee complies with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Dateher obligations under Section 7.5. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

Termination by Company Without Cause. The Company may shall have the right to terminate Employee’s employment without Cause the Active Term, for any reason upon thirty (30) days 30 days’ written notice to EmployeeExecutive. If Employee’s Company may, in its sole discretion, require Executive to cease active employment with the Company is terminated immediately. Upon termination by the Company without Causecause, the Consulting Period shall commence, and Employee signs and does not revoke a ReleaseCompany shall pay Executive: (a) base salary earned but unpaid as of termination, then Employee shall be entitled payable within 30 days; (b) any annual cash incentive bonus for the applicable fiscal year in which the termination occurred, to the following: (i) extent the performance goals applicable to such bonus are met without proration for the 2014 fiscal year, even though Executive was not employed for the entire fiscal year, or a one-prorated portion of such bonus for the 2015 fiscal year based on the number of days of Executive’s full time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salaryemployment during the 2015 fiscal year, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; Company policy for such incentive bonus; (iic) a oneany unvested, non-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rateperformance based restricted stock unit awards, as then in effect, to be paid which shall vest in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datetheir terms, and any vested restricted stock unit awards, all of which shall become payable within 30 days; and (iiid) the same level of health (i.e.any unvested, medicalnon-performance based stock options, vision which shall automatically vest and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage be exercisable until the earlier of (yi) the expiration date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, set forth in the stock option award agreement or (zii) twelve one year after the Executive’s termination; (12e) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested unvested, performance-based, restricted stock unit awards and stock options shall immediately continue to vest and become be earned and exercisable and Employee shall have twelve in accordance with the plan under which they were granted; (12f) months following subject to Section 7.11, the Termination Date to exercise such vested shares; provided, however, that balance in the event Deferred Compensation Account payable within 60 days; and (g) any Extension Installments not yet paid or deferred under Section 3.8 or 3.9 as scheduled to be paid under Section 3.8. All vested stock options at the time of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement termination shall be more favorable to Employee in which case exercisable until the provision(searlier of (i) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as expiration date set forth in such the stock option agreementaward agreement or (ii) one year after the Executive’s termination.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Without Cause upon thirty (30) days written notice to Employee. If Employee’s Executive's employment with the Company is terminated or this Agreement at any time for any or no reason. Such termination by Company shall be deemed to be "Without Cause" by the Company. In the event of termination by the Company without Causepursuant to this Section, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to and shall receive, and the following: Company shall promptly pay, the following "Without Cause Separation Pay": (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an sum amount equal to Employee’s annual base salary12 months of Executive's Base Salary as of the date of termination; plus (ii) a lump sum amount equal to any accrued vacation not already taken and a pro rata portion of any bonus that would have been paid to Executive under any bonus plan adopted by the Company's Compensation Committee or Board of Directors for the year of termination if the Company and Executive had met the targeted goals to the date of termination; and shall also provide Executive with the continuation for 12 months from the effective date of termination of, or any equivalent lump sum payment for, all of Executive's benefits including, without limitation, all insurance benefit coverages (including all medical, dental, optical, hospital, life and short-term and long-term disability insurance coverages or any Company self-insured equivalents), on the same terms and conditions and on the same after-tax basis to Executive as then in effecthad been provided to Executive prior to the termination, to all of the foregoing which shall be paid payable in accordance with the Company’s normal 's customary payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as practices then in effect. Any COBRA coverage rights shall commence after the later of the date on which the continuation rights provided in the preceding sentence end, or the date on which full payment of all of the Section 5(c)(i) amount is received. Executive shall also be entitled to any vested amounts under any Company-sponsored tax-qualified or non-qualified retirement, savings or profit-sharing plan or program Finally, subject to the provisions of Section 3(c) above in the case of the Initial Stock Options, Executive's rights with respect to his then vested stock options and any other then outstanding equity-based awards, long-term cash-based incentives and/or deferred compensation shall be paid in accordance with governed by the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level applicable award agreements and plan documents. All time vesting options will continue to vest for 12 months, and one-half of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee all unvested performance-based options will immediately vest on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRAtermination date. The Company shall continue have the right to provide Employee request the execution by Executive of a mutual release agreement with Companymutually agreed-paid health coverage until on language in connection with the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) payment of the Employee’s then unvested stock options lump sum amount referred to in Section 5(c)(i) above, but Executive's rights to such payment (and his other rights as noted above) shall immediately vest and become exercisable and Employee shall have twelve (12) months following not be conditioned on the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions execution of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.release

Termination by Company Without Cause. The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company may terminate Employee’s employment without Cause upon thirty (30give notice pursuant to this paragraph 5(f) days written notice to Employeein its sole discretion. If Employee’s the Executive's employment with the Company is terminated by the Company without Causecause pursuant to this paragraph 5(f), the Executive shall continue to receive the Executive’s base salary and bonus, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid medical and dental benefits for the Executive and the Executive’s eligible family, by paying the premium for health coverage until the earlier of (y) the date Employee is no longer eligible to receive insurance continuation coverage pursuant under COBRA for the Executive and the Executive’s eligible family to COBRA, the extent the Executive elects COBRA coverage (or (z) twelve (12) months from by continuing to contribute the Termination Date. (iv) Fifty percent (50%) employer portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following premium normally paid by the Termination Date to exercise such vested shares; providedCompany for its current employees), however, that in the event of for a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Severance Period which shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred and eighty (180) days from the earlier to occur of the date: (i) notice of termination is given pursuant to this paragraph 5(f); or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the Severance Period or the six (6) month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (15th) day of each month in the Severance Period. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this paragraph 5(f) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such stock option agreementbenefits as may be required to be extended under applicable state or Federal law.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment Termination By Employee with the Company is terminated by the Company without Cause, and Employee signs and does not revoke Good Reason in connection with a Release, then Employee shall be entitled to the following:Change in Control. (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, If Company terminates employment without Cause or as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code end of 1986, as amended; and (B) Employee elects continuation coverage the Employment Period following Company issuing a written notice of non-renewal of this Agreement pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRASection 1, or if Employee terminates employment with Good Reason, during the ninety (z90) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have days prior or twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that a Change in Control (as defined in the event iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan) (or otherwise prior to a Change in Control but after the execution of a conflict between definitive agreement which results in a Change in Control) (each, a “CIC Termination”), Company will pay the terms accrued and conditions unpaid Base Salary through the termination date determined by Company, unpaid prior year bonus, if any, and any payments required under applicable employee benefit plans. (ii) In addition, subject to Section 8(e)(iii) below, Company will pay (w) an amount equal to 24 months of Employee’s current Base Salary; (x) an amount equal to one and one-third (1⅓) times the COBRA Amount; (y) an amount equal to two (2) times Employee’s Target Annual Bonus for the year in which termination occurs; and (z) the Pro-Rata Bonus, the “CIC Severance Payment”). Subject to Section 8(e)(iii) below, to the extent that Employee’s Equity Awards do not otherwise vest in connection with a Change in Control or a qualifying termination thereafter in accordance with their terms, Company shall provide Employee with the Additional Vesting. (iii) Payment of the CIC Severance Payment and the Additional Vesting, if applicable, shall be subject to and conditioned upon Employee’s execution and non-revocation of the Release, which shall be provided by Company to Employee no later than five (5) business days following Employee’s termination. Company will pay Employee the CIC Severance Payments in a lump sum on Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in the Release) or if later, the closing of the Change in Control. (iv) Company agrees that Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to Employee by Company and that if Employee becomes eligible to participate in other health and/or welfare plans, such eligibility alone shall not affect Employee’s and Employee’s eligible dependents’ entitlement to continued participation in any group health, dental and vision insurance plans in which Employee and Employee’s eligible dependents are then enrolled. Except as hereinafter provided in Section 8(e)(v), the amount of any such stock option agreement and this Agreement, the terms and conditions of payment or benefit provided for in this Agreement shall prevail unless not be reduced by any compensation earned by Employee as the conflicting provision(sresult of employment through self-employment or by another employer, by retirement benefits, by unemployment compensation, by offset against any amount claimed to be owed by Employee to Company, or otherwise. (v) To the extent that Employee terminates employment pursuant to Section 8(d), and subsequently becomes eligible for payments under this Section 8(e), the amount payable pursuant to this Section 8(e) shall be reduced by any payments previously made pursuant to Section 8(d), and, if a Release had been executed previously, Employee shall not be required to execute any additional Release. If a CIC Termination occurs prior to a Change in Control under this Section 8(e), the parties shall determine in good faith to what extent the severance payments under this Section 8(e) may be made in a lump sum or require continued installments under Section 8(d) in any such stock option agreement shall be more favorable order to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this satisfy Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.409A.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term, and Employee signs and does not revoke a Releasethen, then Employee shall be entitled in addition to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance complying with the Company’s normal payroll policies no later than requirements of Section 7.1, the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal Company shall, subject to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless and conditioned upon the conflicting provision(sCompany’s receipt of a Release, continue to pay, when due in accordance with Section 4.1, to or for the benefit of Employee or, if applicable, his heirs or estate: (a) Employee’s base salary through the period ending on the 12-month anniversary of the effective date of the termination of Employee’s services; (b) Company health benefits coverage then in any effect (with Company /Employee contributions remaining the same as during the period immediately prior to termination) through the period ending on the 18-month anniversary of the effective date of the termination of Employee’s services; and (iii) a bonus equal to sixty percent (60%) of Employee’s base salary paid for the calendar year in which termination of Employee’s services occurs, payable in one lump sum within 30 days of the end of such stock option agreement year. Notwithstanding the foregoing, if (y) Employee relocated was required to relocate from a location more than 50 miles from the Place of Employment in order to commence employment with the Consolidated Companies and Employee’s employment is subsequently terminated by Employee for Good Reason on or before the two-year anniversary of the Effective Date, or (z) Employee’ accepts a change in Employee’s place of employment (and relocates without terminating his or her Employment for Good Reason based upon such change) during the Term and then Employee’s employment is terminated by the Company without Cause on or before the two-year anniversary of such change in Employee’s place of employment, then in case of either (y) or (z) the period referred to in subsection (a) above shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement16 months.

Termination by Company Without Cause. The Termination By Employee with Good Reason in connection with a Change in Control. i. If Company may terminate Employee’s terminates employment without Cause upon thirty or as of the end of the Employment Period following Company issuing a written notice of non-renewal of this Agreement pursuant to Section 1, or if Employee terminates employment with Good Reason, during the ninety (3090) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, prior or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that a Change in Control (as defined in the event iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan) (or otherwise prior to a Change in Control but after the execution of a conflict between definitive agreement which results in a Change in Control) (each, a “CIC Termination”), Company will pay the terms accrued and conditions unpaid Base Salary through the termination date determined by Company, unpaid prior year bonus, if any, and any payments required under applicable employee benefit plans. ii. In addition, subject to Section 8(e)(iii) below, Company will pay (w) an amount equal to 24 months of Employee’s current Base Salary; (x) an amount equal to one and one-third (1⅓) times the COBRA Amount; (y) an amount equal to two (2) times Employee’s Target Annual Bonus for the year in which termination occurs; and (z) the Pro-Rata Bonus, the “CIC Severance Payment”). Subject to Section 8(e)(iii) below, to the extent that Employee’s Equity Awards do not otherwise vest in connection with a Change in Control or a qualifying termination thereafter in accordance with their terms, the Company shall provide Employee with the Additional Vesting. iii. Payment of the CIC Severance Payment and the Additional Vesting, if applicable, shall be subject to and conditioned upon Employee’s execution and non-revocation of the Release, which shall be provided by Company to Employee no later than five (5) business days following Employee’s termination. Company will pay Employee the CIC Severance Payments in a lump sum on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in the Release) or if later, the closing of the Change in Control. iv. The Company agrees that Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to Employee by the Company and that if Employee becomes eligible to participate in other health and/or welfare plans, such eligibility alone shall not affect Employee’s and Employee’s eligible dependents’ entitlement to continued participation in any group health, dental and vision insurance plans in which Employee and Employee’s eligible dependents are then enrolled. Except as hereinafter provided in Section 8(e)(v), the amount of any such stock option agreement and this Agreement, the terms and conditions of payment or benefit provided for in this Agreement shall prevail unless not be reduced by any compensation earned by Employee as the conflicting provision(sresult of employment through self-employment or by another employer, by retirement benefits, by unemployment compensation, by offset against any amount claimed to be owed by Employee to the Company, or otherwise. v. To the extent that Employee terminates employment pursuant to Section 8(d), and subsequently becomes eligible for payments under this Section 8(e), the amount payable pursuant to this Section 8(e) shall be reduced by any payments previously made pursuant to Section 8(d), and, if a Release had been executed previously, Employee shall not be required to execute any additional Release. If a CIC Termination occurs prior to a Change in Control under this Section 8(e), the parties shall determine in good faith to what extent the severance payments under this Section 8(e) may be made in a lump sum or require continued installments under Section 8(d) in any such stock option agreement shall be more favorable order to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this satisfy Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.409A.

Termination by Company Without Cause. The Company may terminate Employeethe Executive’s employment without Cause upon during the Term of this Agreement Without Cause. For purposes hereof, termination of employment “Without Cause” shall be any termination of the Executive’s employment which does not occur by virtue of the death of the Executive or pursuant to a Determination of Long Term Incapacity, by the Company With Cause, or by the Executive for Good Reason or for Other than Good Reason. If, during the Term of this Agreement, the Company terminates the Executive’s employment Without Cause, the Company will pay to the Executive in a lump sum within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in Termination an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; any Accrued Obligations (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that if payment of any such amounts at such time would result in a prohibited acceleration under Section 409A of the Code, then such amount shall be paid at the time the amount would otherwise have been paid under the applicable plan, policy, program or arrangement relating to such amount absent such prohibited acceleration). In addition, provided the Executive signs a release and waiver of claims in favor of the Company, any Affiliated Company, and their respective officers and directors in a form provided by the Company or an Affiliated Company no later than the date of termination (Athe “Release”) and the Release has become effective and irrevocable within thirty (30) days after the date of termination, the Company shall provide (i) the Employee constitutes Executive Continuance Benefits on a qualified beneficiary, as defined in Section 4980B(g)(1monthly basis for six (6) of the Internal Revenue Code of 1986, as amended; months and (Bii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act an annual Base Salary over a period of 1985, as amended six (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (126) months payable in equal monthly installments from the Date of Termination Date. (ivat the highest annual Base Salary in effect at any time during the Term. Notwithstanding the foregoing, the Executive shall not be entitled to any further payment under this Section 4(e) Fifty percent (50%or under Section 4(f) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event the Company or an Affiliated Company determines that the Executive has breached any of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as covenants set forth in Section 5 and files an action to enforce the covenants or gives the Executive a notice that a claim is being initiated under Section 5(c) of this Agreement. Further, in such stock option agreementa proceeding, the Company or an Affiliated Company shall seek, and the Executive shall be liable to return to the Company or an Affiliated Company (as applicable), any payments made to the Executive under this Section 4 dating back to the date of the original breach.

Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with hereunder and the Company is Employment Period are terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxesA) Employee’s accrued but unpaid Base Salary through the date of termination, (B) payment of any properly documented reimbursable expenses owed to Employee, (C) any amount arising from the Employee’s participation in, or benefits under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements, (clauses (A), (B) and (C) of this Section 4(b)(i), collectively, the “Accrued Obligations”) and (E) an amount equal to the amount of three months’ of the Base Salary; and (ii) the Company’s payment of the full premium costs necessary to continue Employee’s annual base salarycurrent group health insurance coverage with the Company for a period of three months following the date of the termination of Employee’s employment. The amount described in Section 4(b)(i)(E) shall become payable to Employee and the premium costs described in Section 4(b)(ii) shall be payable by the Company if and only if Employee has executed and delivered to the Company, as then not later than sixty (60) days following the date of termination, an irrevocable general waiver and release of claims in effect, the form provided by the Company to Employee after Employee’s termination (the “General Release”) and only if Employee continues to comply with the provisions of Section 5 of this Agreement. The Accrued Obligations shall be paid no later than as required by law or within thirty (30) days following the date of termination, whichever is earlier. The amount payable pursuant to Section 4(b)(i)(E) shall be payable in regular installments in accordance with the Company’s normal general payroll policies practices as in effect on the date of termination, but in no later event less frequently than monthly; provided, that no amounts shall be paid to Employee until the Company’s first regular scheduled payroll date following the Termination Date; (ii) a one-time “lump sum” date on which the General Release is no longer subject to revocation, with the first such payment of severance pay (less applicable withholding taxes) being in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, the total amount to be paid in accordance with which Employee would otherwise have been entitled during the Company’s normal payroll policies no later than the Company’s first regular payroll date period following the Termination Date; and (iii) the same level date of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Datetermination through such payment date if such deferral had not been required; provided, however, that (A) any such amounts that constitute nonqualified deferred compensation within the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) meaning of the Internal Revenue Code of 1986, as amended; Section 409A and the regulations and guidance promulgated thereunder (B“Code Section 409A”) Employee elects continuation coverage pursuant shall not be paid until the 60th day following such termination to the Consolidated Omnibus Budget Reconciliation Act of 1985extent necessary to avoid adverse tax consequences under Code Section 409A, as amended (“COBRA”)and, within if such payments are required to be so deferred, the time first payment shall be in an amount equal to the total amount to which Employee would otherwise have been entitled during the period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) following the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Dateof termination through such payment date if such deferral had not been required. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.