Common use of Termination by the Board Clause in Contracts

Termination by the Board. (i) The Board of Directors may terminate the Employee's employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment of legal fees and expenses incurred, for any period after termination for Cause except as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall continue to be subject to any independent obligation to the Employee under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date and any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable. In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, if the Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then in lieu and replacement of the Employee's entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i), the Employer shall make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual base salary for a period of one (1) year (collectively, the “Severance Payments”). The Severance Payments shall be paid after termination of employment in equal monthly installments according to the Employer's normal payroll practices then in effect. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii) and Section 12 shall not be reduced by any compensation which the Employee may receive for other employment with another employer after termination of his employment with the Employer. In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee apportioned contribution rate and subject to applicable law and the requirements of the Company's health insurance plans then in effect. Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to contributions made by the Employer to the retirement plan on the Employee's behalf prior to the date of the Employee's termination, which have vested and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable retirement plan. The Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 and 11 of this Agreement. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors of the Employer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee's ’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 9(a)(iii7(a)(iii) below) shall not prejudice the Employee's ’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment except that the Employee’s entitlement to indemnification under Paragraph 13 of legal fees and expenses incurredthe Agreement, entitled “Indemnification”, is unaffected by any termination of employment except for any period after a termination for Cause except as otherwise required by lawrelated to the claim with respect to which indemnification is sought. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall shall, after the Termination Date, continue to be subject to any independent obligation obligations to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by lawprovided in this Agreement. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or or, if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date and Date; any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable. In ; (B) the event that the Employee’s employment ceases by reason Employer shall, in lieu of the Employer’s termination of the Employee’s employment during the Term other than for Cause, if the obligation to pay Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then in lieu and replacement of the Employee's entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i)Agreement, the Employer shall make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual base salary for cash compensation consisting of Base Salary , Target Bonus and discretionary bonus, multiplied by a factor of 1.5 (one point five) and the product shall be paid to Employee over a period of one (1) year (collectivelyeighteen months beginning immediately following the Termination Date; provided, however, that if the “Severance Payments”). The Severance Payments Term expires because the Employee has provided the Employer with written notice that he does not desire to extend the employment relationship beyond the end of the Term as set forth in Section 2, then the Employee shall be entitled to receive severance payments equal to his then current Base Salary, which shall be paid after termination to Employee over a period of employment eighteen months beginning immediately following the Termination Date. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs.; The severance payments shall be paid in equal monthly installments according to the Employer's ’s normal payroll practices then in effect. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the The severance payments set forth in this Section. The Severance Payments under this Section 9(a)(ii7(a) (ii) and under Section 12 2 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the EmployerTermination Date. In addition, in the event of any termination of employment, other than termination for Cause, the The Employee and his family shall continue to receive health insurance benefits during any period which the Employee receives severance payments pursuant to this Section 7(a) (ii) or Section 2 (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee employee-apportioned contribution rate and subject to applicable law and the requirements of the Company's Employer’s health insurance plans then in effect. Notwithstanding the foregoing, the The Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer Termination Date except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the The Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee's ’s behalf prior to the date of the Employee's termination, Termination Date which have vested and or for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable such retirement plan. The Employer shall have no obligation to make the Severance Payments severance payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 8 and 11 9 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment other than at the end of the Term without Good Reason or without approval by the Board, the Employee shall not be entitled to receive severance payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors the Employer after the Employee has been given written notice of the Employerfacts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute Cause. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee's ’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's ’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment of legal fees and expenses incurred, for any period after termination for Cause except as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall continue to be subject to any independent obligation to the Employee under any employee benefit plan in which the Employee is then a participant. Where the Employee's ’s employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or if either party provides the other party with written notice that of the party does not desire to extend party’s non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 3 of this Agreement, then all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date and any restrictions that had been placed on Equity shall lapse and the Equity Employer shall be freely transferable. In obligated concurrently with the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Causesuch employment, if the Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then in lieu and replacement of the Employee's ’s entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i), the Employer shall to make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual base salary for a period of one (1) year (collectively, the “"Severance Payments”"). The Severance Payments shall be paid after termination of employment in equal monthly installments according to the Employer's ’s normal payroll practices then in effect. In the event termination under this subsection occurs before Employee has completed twelve months of service, Employers obligation to make severance payments shall be limited to one month of base salary for each completed full month of service, but in no case less than six months of base salary. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “"Change in Control” " as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii) and Section 12 shall not be reduced by any compensation which the Employee may receive for other employment with another employer after termination of his employment with the Employer. In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall be entitled to statutory benefit continuation rights in accordance with COBRA (have all existing retirement or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee apportioned contribution rate and subject to applicable law and the requirements benefits of the Company's health insurance type referred to in Section 6 hereof continue for the remainder of the Term when the Agreement is terminated, except as otherwise required by law or provided in the related retirement or other employee benefit plans then in effector agreements. Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to contributions made by the Employer to the retirement plan on the Employee's ’s behalf prior to the date of the Employee's ’s termination, which have vested and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable retirement plan. The Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 and 11 of this Agreement. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors of the Employer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee's employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment of legal fees and expenses incurred, for any period after termination for Cause except as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall continue to be subject to any independent obligation to the Employee under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by law. (ii) In the event that the Employee’s 's employment ceases by reason of the Employer’s 's termination of the Employee’s 's employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or if either party provides the other party with written notice that of the party does not desire to extend party's non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 3 of this Agreement, then all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date and any restrictions that had been placed on Equity shall lapse and the Equity Employer shall be freely transferable. In obligated concurrently with the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Causesuch employment, if the Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then in lieu and replacement of the Employee's entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i), the Employer shall to make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual base salary for a period of one (1) year (collectively, the “Severance Payments”). The Severance Payments shall be paid after termination of employment in equal monthly installments according to the Employer's normal payroll practices then in effect. In the event termination under this subsection occurs before Employee has completed twelve months of service, Employers obligation to make severance payments shall be limited to one month of base salary for each completed full month of service, but in no case less than six months of base salary. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii) and Section 12 shall not be reduced by any compensation which the Employee may receive for other employment with another employer after termination of his employment with the Employer. In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee apportioned contribution rate and subject to applicable law and the requirements of the Company's health insurance plans then in effect. Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to contributions made by the Employer to the retirement plan on the Employee's behalf prior to the date of the Employee's termination, which have vested and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable retirement plan. The Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 and 11 of this Agreement. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors of the Employer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors of the Employer may terminate the Employee's ’s employment at any time, but any termination by the Employer Board of Directors other than termination for Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's ’s right to receive compensation and other benefits under this Agreement, except as stated otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment of legal fees and expenses incurred, for any period after termination for Cause except as otherwise required by law. Where the Employer terminates the employment of the Employee Employee’s employment, is terminated other than termination for Cause, the Employer shall continue to be subject to any independent obligation to the Employee under any employee benefit plan in which the Employee is then a participant. Where the Employee's ’s employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result Employer shall be obligated in lieu and replacement of the Employee’s death or Total Disability, or if either party provides the other party with written notice that the party does not desire entitlement to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then all unvested options, restricted stock any compensation and other equity benefits under this Agreement pursuant to Section 9(a)(i), to make severance payments to the Employee in an amount equal to the Employee’s then current annual base salary multiplied by a fraction, the denominator of which shall be 12 and the numerator of which shall be the number of months remaining in the Term (options, restricted stock and other equity are, collectively, the “EquitySeverance Payments”) that has previously been granted to Employee shall vest on ). Notwithstanding the Termination Date and any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable. In the event that foregoing, if the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, if the Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth amount paid in Section 2 of this Agreement, then in lieu and replacement of the Employee's entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i), the Employer shall make severance payments Severance Payments to the Employee in an aggregate amount that is equal to under this Section shall not be less than the Employee's then current ’s annual base salary for a period of one and one-half (11 1/2) year years and shall not exceed the Employee’s then annual base salary for a period of two (collectively, the “Severance Payments”)2) years. The amount paid in Severance Payments to the Employee under this Section shall be paid after termination of employment in equal monthly installments according to the Employer's ’s normal payroll practices then in effect. However, if either party provides the other party with written notice of the party’s non-concurrence in the automatic extension of the Term, as set forth in Section 3 of this Agreement, notwithstanding the foregoing, the Employer shall make Severance Payments under this Section for a period of one (1) year. However, if the Employer's ’s termination of the Employee's ’s employment without Cause occurs in connection with, or within one and one-half (1 ½1/2) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be determined exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii) and Section 12 shall not be reduced by any compensation which the Employee may receive for other employment with another employer after termination of his employment with the Employer. In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall be entitled to statutory benefit continuation rights in accordance with COBRA (have all existing retirement or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee apportioned contribution rate and subject to applicable law and the requirements benefits of the Company's health insurance type referred to in Section 6 hereof continued for the remainder of the Term when the Agreement is terminated, except as otherwise required by law or provided in the related retirement or other employee benefit plans then in effector agreements. Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to contributions made by the Employer to the retirement plan on the Employee's ’s behalf prior to the date of the Employee's ’s termination, which have vested and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable retirement plan. The Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 and 11 of this Agreement. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors of the Employer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee's ’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's ’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment of legal fees and expenses incurred, for any period after termination for Cause except as otherwise required by law. Where the Employer terminates terminate the employment of the Employee other than termination for Cause, the Employer shall continue to be subject to any independent obligation to the Employee under any employee benefit plan in which the Employee is then a participant. Where the Employee's ’s employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or if either party provides the other party with written notice that of the party does not desire to extend party’s non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 3 of this Agreement, then all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date and any restrictions that had been placed on Equity shall lapse and the Equity Employer shall be freely transferable. In obligated concurrently with the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Causesuch employment, if the Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then in lieu and replacement of the Employee's ’s entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i), the Employer shall to make severance payments to the Employee in an aggregate amount that is equal to the Employee's ’s then current annual base salary for a period of one (1) year (collectively, the “Severance Payments”). The Severance Payments shall be paid after termination of employment in equal monthly installments according to the Employer's ’s normal payroll practices then in effect. However, if the Employer's ’s termination of the Employee's ’s employment without Cause occurs in connection with, or within one and one-half (1 ½1/2) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii) and Section 12 shall not be reduced by any compensation which the Employee may receive for other employment with another employer after termination of his employment with the Employer. In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall be entitled to statutory benefit continuation rights in accordance with COBRA (have all existing retirement or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee apportioned contribution rate and subject to applicable law and the requirements benefits of the Company's health insurance type referred to in Section 6 hereof continue for the remainder of the Term when the Agreement is terminated, except as otherwise required by law or provided in the related retirement or other employee benefit plans then in effector agreements. Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to contributions made by the Employer to the retirement plan on the Employee's ’s behalf prior to the date of the Employee's ’s termination, which have vested and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable retirement plan. The Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 and 11 of this Agreement. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors of the Employer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee's employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment of legal fees and expenses incurred, for any period after termination for Cause except as otherwise required by law. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall continue to be subject to any independent obligation to the Employee under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by law. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date and any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable. In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, if the Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that Employee’s employment terminates due to the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreementdeath or Total Disability, then in lieu and replacement of the Employee's entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i), the Employer shall make severance payments to the Employee in an aggregate amount that is equal to eighteen (18) months of the Employee's then current annual base salary for salary, paid over a period of one eighteen (118) year months (collectively, the “Severance Payments”). The Severance Payments shall be paid after termination of employment in equal monthly installments according to the Employer's normal payroll practices then in effect. Each such payment shall constitute a separate payment for purposes of Internal Revenue Code Section 409A and the guidance issued thereunder (collectively “Section 409A”). However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereof, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii9(a) (ii) and Section 12 shall not be reduced by any compensation which the Employee may receive for other employment with another employer after termination of his employment with the Employer. In addition, in the event of any termination of employment, other than termination for Cause, the Employee and his family shall be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the then current employee apportioned contribution rate and subject to applicable law and the requirements of the Company's health insurance plans then in effect. Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the Employee shall be entitled to contributions made by the Employer to the retirement plan on the Employee's behalf prior to the date of the Employee's termination, which have vested and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable retirement plan. The Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 and 11 of this Agreement. In the event that the employment of Employee terminates at the end of the Term, then the Employee shall not be entitiled to Severance Payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors of the Employer. “Cause” shall mean any of the following:

Termination by the Board. (i) The Board of Directors may terminate the Employee's ’s employment at any time, but any termination by the Employer other than termination for Cause (as defined in Section 9(a)(iii7(a)(iii) below) shall not prejudice the Employee's ’s right to receive compensation and other benefits under this Agreement, except as otherwise stated in this Agreement. In the event of a termination for Cause, the Employee shall have no right to receive payment, compensation or other benefits, including payment except that the Employee’s entitlement to indemnification under Paragraph 13 of legal fees and expenses incurredthe Agreement, entitled “Indemnification”, is unaffected by any termination of employment except for any period after a termination for Cause except as otherwise required by lawrelated to the claim with respect to which indemnification is sought. Where the Employer terminates the employment of the Employee other than termination for Cause, the Employer shall shall, after the Termination Date, continue to be subject to any independent obligation obligations to the Employee under this Agreement and under any employee benefit plan in which the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to continue to be subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is then a participant, except as otherwise required by lawprovided in this Agreement. (ii) In the event that the Employee’s employment ceases by reason of the Employer’s termination of the Employee’s employment during the Term other than for Cause, or if the Employee voluntarily resigns for a Good Reason, or if Employee’s employment terminates as a result of the Employee’s death or Total Disability, or or, if either party provides the other party with written notice that of the party does not desire to extend party’s non-concurrence in the employment relationship beyond the end automatic extension of the Term, as set forth in Section 2 of this Agreement, then (A) all unvested options, restricted stock and other equity (options, restricted stock and other equity are, collectively, “Equity”) that has previously been granted to Employee shall vest on the Termination Date and Date; any restrictions that had been placed on Equity shall lapse and the Equity shall be freely transferable. In ; (B) the event that the Employee’s employment ceases by reason Employer shall, in lieu of the Employer’s termination of the Employee’s employment during the Term other than for Cause, if the obligation to pay Employee voluntarily resigns for a Good Reason, or if either party provides the other party with written notice that the party does not desire to extend the employment relationship beyond the end of the Term, as set forth in Section 2 of this Agreement, then in lieu and replacement of the Employee's entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i)Agreement, the Employer shall make severance payments to the Employee in an aggregate amount that is equal to the Employee's then current annual base salary cash compensation consisting of Base Salary, Target Bonus and discretionary bonus, multiplied by a factor depending on the circumstances, as set forth below. Base Salary, Target Bonus and discretionary bonus, are collectively referred to as the “Aggregate Amount”. The Target Bonus shall be valued as if Employee had achieved 100% of his goals for the year in which the Termination Date occurs. The discretionary bonus shall be based on the amount of any discretionary bonus paid for the year preceding the year in which the Termination Date occurs. The severance payments shall not include the value of the Signing Bonus, or the value of the initial Stock Option Grant, or gains realized from the sale of restricted stock or from the sale of stock obtained through the exercise of stock options. The Aggregate Amount shall be multiplied by a factor of 1.5 (one point five) and the product shall be paid to Employee over a period of one (1) year eighteen months (collectively, the “"Severance Payments”)") beginning immediately following the Termination Date, except that if the Term expires because the Employee has provided the Employer with written notice of non-concurrence in the extension of the Term as set forth in Section 2, the Aggregate Amount shall be multiplied by a factor of 1 (one) and shall be paid to Employee over a period of eighteen months beginning immediately following the Termination Date. The Severance Payments shall be paid after termination of employment in equal monthly installments according to the Employer's ’s normal payroll practices then in effect. However, if Except for the Employer's termination expiration of this Agreement as a result of the Employee's employment without Cause occurs ’s non-concurrence in connection with, or within one and one-half (1 ½) years after, a “Change in Control” as defined in Section 12(b) hereofthe extension of the Term, the amount payable to the Employee shall be exclusively determined under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii7(a)(ii) and Section 12 shall not be reduced by any direct or indirect compensation which the Employee may receive for other employment with another employer after termination of his employment with the EmployerTermination Date. In addition, in the event of The Employee shall continue to receive health insurance benefits during any termination of employment, other than termination for Cause, period which the Employee and his family receives Severance Payments (unless comparable health care coverage becomes available to Employee from a new employer). The Employee shall thereafter be entitled to statutory benefit continuation rights in accordance with COBRA (or a state law equivalent), provided Employee makes the appropriate voluntary contribution payments at the employee apportioned contribution rate and subject to applicable law and the requirements of the Company's Employer’s health insurance plans then in effect. Notwithstanding the foregoing, the The Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer Termination Date except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a retirement plan, the The Employee shall be entitled to keep contributions made by the Employer to the retirement plan on the Employee's ’s behalf prior to the date of the Employee's termination, Termination Date which have vested and or for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable such retirement plan. The Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not limited to, his obligations under Sections 10 8 and 11 9 of this Agreement. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the employment of the Employee for Cause, or should the Employee voluntarily terminate employment without Good Reason, the Employee shall not be entitled to receive Severance Payments. (iii) References in this Agreement to “termination for Cause” shall mean termination on account of acts or omissions of the Employee which constitute Cause as defined below. Any determination with respect to a termination for Cause shall require the approval of the Board of Directors the Employer after the Employee has been given written notice of the Employerfacts and circumstances that may constitute Cause and the Employee and his counsel have had an opportunity to meet with the Board concerning the allegation of facts and circumstances that may constitute Cause. “Cause” shall mean any of the following: