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

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):: (i) an amount equal the Company shall pay to nine Executive his Base Salary, Bonus and unused vacation pay accrued or prorated through the Date of Termination, and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment (9) months of Executive’s together, “Final Compensation”). The Base Salary at the rate in effect on the date and vacation components of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts Final Compensation shall be paid over in a lump sum as soon as practicable following the remainder Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. The Bonus component of Final Compensation shall be calculated by multiplying the amount of the Performance Bonus (if any) Executive would have earned had he remained employed for the full year in which the Date of Termination occurs by a fraction, the numerator of which is the number of days during such nine (9) month periodyear that Executive was employed and the denominator of which is 365, and shall be paid at the times bonuses for the year in which the Date of Termination occurs are paid to executives of the Company generally, but in no event later than two and a half months following the end of the taxable year in which the Date of Termination occurs; (ii) provided Executive signs and his eligible dependents returns a timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act effective Release of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing ExecutiveClaims, the Company shall pay to Executive an amount a lump-sum cash payment equal to three (3) times the amount sum of (A) Executive’s Base Salary and (B) the Bonus paid to Executive would be required for the year prior to pay the year in which termination occurs; and (iii) provided Executive signs and returns a timely and effective Release of Claims, the Company shall maintain in full force and effect, for continuation the continued benefit of group health coverage for the Executive and his eligible dependents, for a period of three (3) years following the Date of Termination the medical and hospitalization insurance programs in which the Executive and his dependents through an election under COBRA for nine (9) monthswere participating immediately prior to the Date of Termination, which amount shall be paid in a lump sum at the level in effect and upon substantially the same time payments terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(iii), the aggregate value (as the same would be determined under Section 5(e)(i280G of the Code) commence and is intended of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to assist provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive with costs and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the three (3)-year anniversary of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andthe Date of Termination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(fIf (x) below, upon a termination of Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or by (y) Executive for terminates employment with Good Reason, then Executive will receive the amounts set forth in Section 7(a)(i) and, on the condition that the Executive signs a separation agreement containing a plenary release of claims in a form acceptable to the Company within fifty (50) days after the Date of Termination (or such shorter period specified in such plenary release) and such plenary release becomes final, binding and irrevocable, the Executive shall also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of following from the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):Company: (i) an A pro rata bonus equal to the Executive’s Annual Bonus Amount (A) multiplied by the fraction obtained by dividing the aggregate amount of actual bonuses paid to the Company’s other employment contract executives for the year that includes the Date of Termination by such employment contract executives’ aggregate target bonuses for the year that includes the Date of Termination, multiplied by (B) the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, which amount shall be paid when the Company’s other employment contract executives are paid; (ii) An amount equal to nine 1 times the sum of (9A) months of Executive’s Base Salary at the rate then in effect on (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the date of terminationAnnual Bonus Amount, payable in substantially equal installments in accordance with the Company’s normal regular payroll practices over schedule, from the nine (9) month period following Executive’s termination date, commencing on Date of Termination to the first payroll date that occurs on or is 12 months after the Release Effective Date of Termination (as defined below)the “Severance Period”) provided, provided however, that each installment payable before the initial payment will include a catch-up payment to cover the period between Executive’s termination date plenary release becomes final, binding and the date of such first payment and the remaining amounts irrevocable shall not be paid over to the remainder of Executive until such nine (9) month periodplenary release becomes final, binding and irrevocable; (iiiii) provided During the Severance Period, if Executive and his eligible dependents timely and properly elect elects to continue health care coverage under Company medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company shall continue to pay the Company’s costs of such benefits as in effect from time Executive elects to time, continue under the same plans and on substantially the same terms and conditions as such benefits are provided to active employees of the Company. If for any reason COBRA coverage is unavailable at any time during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing ExecutiveSeverance Period, the Company shall pay to reimburse Executive no less frequently than quarterly in advance an amount equal which, after taxes, is sufficient for Executive to the amount Executive would be required to pay for continuation of group health purchase medical and dental coverage for Executive and his eligible Executive’s dependents through an election that is substantially equivalent to the medical and dental coverage that Executive and Executive’s dependents were receiving immediately prior to the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under COBRA for nine the Company’s plans. Company’s obligation under this Section 7(b)(iii) shall terminate or be reduced to the extent that substantially similar coverages (9determined on a benefit-by-benefit basis) monthsare provided by a subsequent employer; (iv) Upon the date that the plenary release becomes final, which amount binding and irrevocable, notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all vested stock options to acquire Company stock and all other similar equity awards held by the Executive as of the Date of Termination shall continue to be exercisable during the Severance Period; and (v) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company. Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or the Executive’s Confidentiality Agreement during the Severance Period, and such breach is not cured within five business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under this Section 7(b) shall cease as of the date of the breach and the Executive shall be paid in a lump sum at the same time entitled to no further payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andhereunder.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine twelve (912) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine twelve (912) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine twelve (912) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine twelve (912) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine twelve (912) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause pursuant to Section 6(a)(ii), or is terminated by Executive for Good ReasonReason pursuant to Section 6(b)(i), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (x) Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution Obligations and non-revocation of the release described in Section 6(g(y) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits if Executive (collectively, the “Severance Benefits”): (i1) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs executes on or after before the Release Effective Expiration Date (as defined below), and does not revoke within the time provided that by the initial payment will include Company to do so, a catch-up payment release of all claims in a form acceptable to cover the period between Company (which shall be substantially in the form of release attached hereto as Exhibit A) (the “Release”); and (2) abides by Executive’s continuing obligations under Sections 8, 9 and 10, then: (A) The Company shall pay to Executive a single lump sum cash payment (the “Severance Payment”) on the Company’s first regularly scheduled pay date that is on or after the 60th day following the Termination Date an amount equal to (x) if such termination date occurs at any time other than within the Change in Control Period (as defined below), 150% of the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect as of the Termination Date and (y) if such termination occurs within 24 months following a Change in Control (the “Change in Control Period”), 300% of the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect as of the Termination Date; (B) Except as otherwise provided in this Section 6(d)(ii)(B), all outstanding unvested LTIP awards granted to Executive prior to the Termination Date shall immediately become fully vested as of the Termination Date; provided, however, that if any such LTIP awards are subject to a performance requirement (other than continued service by Executive) that has not been satisfied and certified by the Board (or a committee thereof) as of the Termination Date, then only a pro rata portion of such LTIP awards shall become fully vested upon satisfaction of such performance requirement (other than continued service by Executive) and certification thereof by the Board (or a committee thereof), which pro rata portion shall be (i) equal to a fraction, the numerator of which is the number of days during the applicable performance period immediately prior to the Termination Date and the date denominator of which is the total number of days during such first payment performance period and (ii) vested and paid no later than the remaining amounts shall be paid over 15th day of the remainder third calendar month following the last day of such nine (9) month the applicable performance period; (C) Executive will be entitled to receive a pro rata portion of the Annual Incentive Award for the Bonus Year in which the Termination Date occurs, which shall be paid upon satisfaction of the Company performance goals (other than continued service by Executive) for the applicable Bonus Year and certification thereof by the Board (or a committee thereof), which pro rata portion shall be (i) equal to a fraction, the numerator of which is the number of days during the applicable Bonus Year immediately prior to the Termination Date and the denominator of which is the total number of days during such performance period and (ii) provided paid no later than the 15th day of the third calendar month following the last day of the applicable Bonus Year; (D) If Executive and his eligible dependents timely and properly elect to continue health care elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985 1985, as amended (“COBRA”), continued participation by then: (1) the Company shall reimburse Executive for the difference between the monthly amount Executive pays to effect and Executive’s continue such coverage for himself and his spouse and eligible dependents in dependents, if any (the standard group medical, dental “Monthly Premium Payment”) and vision plans the monthly employee contribution amount that active similarly situated employees of the Company as in effect from time to time, on substantially pay for the same terms and conditions as or similar coverage under such benefits are provided group health plans (such difference, the “Monthly Reimbursement Amount”). Each such reimbursement payment shall be paid to employees during Executive on the applicable period, and Company’s first regularly scheduled pay date in the month immediately following the month in which Executive timely remits the Monthly Premium Payment. Executive shall be eligible to receive such reimbursement by payments until the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine earlier of: (9x) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; and (y) the date on which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Executive); provided, however, in that Executive acknowledges and agrees that (i) the event election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain Executive’s sole responsibility, and the Company determines that will assume no obligation for payment of any such provisions would premiums relating to such COBRA continuation coverage, (ii) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject Executive the Company to taxation under Section 105(h) sanctions imposed pursuant to section 2716 of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010 and the related regulations and guidance promulgated thereunder (collectively, as amended the “PPACA”) and (iii) if payment of a Monthly Reimbursement Amount cannot be provided to Executive without subjecting the Company to sanctions imposed pursuant to section 2716 of the PPACA, then the Company shall pay Executive a lump sum cash payment equal to the value of such continuation coverage; and (2) On and after the date Executive is no longer eligible to receive COBRA continuation coverage (the “CodeCOBRA End Date”), or otherwise violate any healthcare law or regulationif Executive has not become eligible to receive coverage under a group health plan sponsored by another employer during the period beginning on the Termination Date and ending on the COBRA End Date, then, in lieu of reimbursing Executive, then the Company shall pay to Executive an amount a lump sum cash payment on the Company’s first regularly scheduled pay date following the COBRA End Date equal to the amount product of (x) the Monthly Reimbursement Amount and (y) (A) if such termination does not occur within the Change in Control Period, six and (B) if such termination occurs within the Change in Control Period, 18; (E) For the 12-month period beginning on the Termination Date, or until Executive would begins other full-time employment with a new employer, whichever occurs first, Executive shall be required entitled to pay for continuation receive outplacement services that are directly related to the termination of group health coverage for Executive’s employment and are provided by a nationally prominent executive outplacement services firm, selected by mutual agreement of Executive and his eligible dependents through an election the Company and paid by the Company; provided, however, that the total amount of the expenses paid by the Company pursuant to this Section 6(d)(ii)(E) shall not exceed $50,000, and all amounts paid under COBRA for nine (9this Section 6(d)(ii)(E) months, which amount shall be paid by the last day of the second calendar year following the calendar year in a lump sum at which the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRATermination Date occurs; and (F) If Executive notifies the Company in writing within 10 business days following the Termination Date that Executive desires for the title of the automobile provided to Executive pursuant to Section 5(b) to be transferred to Executive, then the Company shall, as soon as reasonably practicable after its receipt of such notice from Executive, take all necessary actions to transfer the title of such automobile to Executive’s name; provided, however, that Executive acknowledges that if Executive elects for such title to be transferred, the Company will treat the value of such automobile on the date of such title transfer as imputed income to Executive and take all necessary actions to satisfy its tax withholding obligations with respect to such income, including withholding all applicable federal, state, local, payroll and other taxes required to be withheld with respect to such income from Executive’s cash Severance Payment.

Termination by the Company Without Cause or by Executive for Good Reason. Except as In addition to the payments provided for in Section 6(f6(a) belowand contingent on Executive’s compliance with his continuing obligations under Sections 8, upon a termination of 9, and 10, if Executive’s employment is terminated by the Company without Cause pursuant to Section 5(a)(iv) or by Executive for Good Reason, Executive shall be entitled Reason pursuant to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 85(a)(v), the following severance payments and benefits (collectively, the “Severance Benefits”):Company shall: (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay Pay to Executive an amount equal to (A) that portion or multiple set out on Ex. A of Executive’s Base Salary as of the amount Termination Date or, if greater, Executive’s Initial Base Salary, plus (B) that portion or multiple set out on Ex. A of Executive’s Bonus Target as of the Termination Date (together, the “Severance Pay”), at the time and in the manner provided in Section 6(c); and (ii) Should Executive would be required timely elect to pay for continuation of continue coverage under a group health insurance plan sponsored by the Company or an Affiliate under COBRA and timely make the premium payments, reimburse Executive on a monthly basis for the cost of such continued coverage for Executive and any of his eligible dependents through an election until the earlier of (A) the date Executive, or any such dependent, as applicable, is no longer entitled to continuation coverage under COBRA for nine or (B) the number of months set out on Ex. A following the Termination Date (the “Severance Benefits Continuation”); provided, however, that Executive shall not be entitled to receive either the Severance Pay or the Severance Benefits Continuation unless (X) Executive executes and returns to the Company a Release on or prior to the 50th day following the Termination Date or such shorter time as may be prescribed in the Release; (Y) where applicable, such Release shall not have been timely revoked by Executive; and (Z) the Termination Date constitutes a Separation from Service; and provided further, however, that if Executive violates his continuing obligations under Sections 8, 9) months, which amount or 10, Executive shall not be entitled to receive the Severance Pay or Severance Benefits Continuation, and Executive shall immediately repay to the Company upon written demand any Severance Pay or Severance Benefits Continuation that already have been paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist him. For purposes of clarification only, Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election entitled to continue health care coverage under COBRA; andSeverance Pay or Severance Benefits Continuation if his employment is terminated by reason of death or Inability to Perform, by the Company for Cause, by Executive without Good Reason, or by reason of the occurrence of the Expiration Date.

Termination by the Company Without Cause or by Executive for Good Reason. Except The Company may cause the REIT Operator to terminate Executive’s employment immediately at any time without Cause (as provided defined in Section 6(f4(i) belowhereof), and Executive may terminate Executive’s employment by resigning for Good Reason (as defined in Section 4(i) hereof) upon a not less than sixty (60) days’ prior written notice of such resignation to the REIT. Upon any such termination of Executive’s employment by the Company without Cause or by Executive for Good ReasonReason (each, a “Qualifying Termination”), the REIT Operator shall pay or provide Executive with the following: (i) The Accrued Benefits; and (ii) if Executive signs a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the REIT Operator shall pay Executive a cash amount equal to one and one-half (1.5) times, if the Qualifying Termination occurs outside the Change-in-Control Window (as defined herein), or two (2) times, if the Qualifying Termination occurs within the Change in Control Window, the sum of (A) Executive’s then-current Base Salary and (B) Executive’s then-current Target Bonus. Subject to Section 24, the amount payable pursuant to this Section 4(d)(ii)(1)shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60th) day following the effective date of Executive’s termination; (2) the Prorated Final Year Target Bonus, payable in a single lump sum with the first payroll date to occur after the sixtieth (60th) day following the effective date of Executive’s termination; (3) the Vesting Acceleration for Time-Based Equity Awards; and (4) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then Executive shall be entitled to receive the Accrued Benefits andPayments during the Applicable Benefits Payment Period, subject to Executive’s execution less withholding for taxes and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8other similar items, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments paid in accordance with the Company’s normal payroll practices over practice of the nine REIT Operator during the Applicable Benefits Payment Period beginning within sixty (960) month period days following the effective date of Executive’s termination date, commencing (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the first payroll effective date of Executive’s termination). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Executive’s continuing entitlement to receive the payments and benefits set forth in Section 4(d)(ii) is also contingent on Executive’s continued compliance in all material respects with the Restrictive Covenants set forth in Section 6 of this Agreement, and in the event that occurs on or after Executive breaches any of the Release Effective Date Restrictive Covenants (as defined belowwhich breach, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date entitlement to any payments and benefits set forth in Section 4(d)(ii) shall immediately cease as of the date of such first payment and breach. For the remaining amounts avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be paid over treated in accordance with the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans terms of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andaward agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 5(f) hereof or by Executive for Good ReasonReason pursuant to Section 5(d) hereof, the Company shall pay to Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above: (i) Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):be paid: (iA) an amount equal to nine (9) months of Executive’s his Base Salary at the rate in effect immediately prior to the effective date of termination on the Company’s regular pay days for a period of two (2) years from the effective date of termination as if his employment had continued until the end of such two (2) year period; and (B) an aggregate amount equal to two (2) times the Bonus Average, which shall be paid in equal installments on the Company’s regular pay days over the course of twenty-four (24) months from the effective date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;. (ii) provided Executive and his eligible dependents timely and properly elect shall be entitled to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group to receive medical, dental and vision plans insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company as immediately prior to the effective date of termination for a period of two (2) years from the effective date of termination, or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in effect from time to timeany such plan, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by program or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program or arrangement for such period. (iii) All of Executive’s then outstanding options to purchase shares of the monthly COBRA premium paid by Executive for him Company’s common stock shall be vested and his eligible dependents for nine (9) months orexercisable in accordance with the terms of the Governing Stock Option Plan, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverageas then in effect; provided, however, in the event that if the Company determines that such provisions would subject terminates Executive’s employment without Cause or Executive to taxation under Section 105(h) of terminates his employment with the Internal Revenue Code of 1986, as amended (Company for Good Reason within the “Code”)one-year period preceding, or otherwise violate any healthcare law or regulationwithin the two-year period following, thena “Change of Control”, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid the compensation and benefits provided for in a lump sum at Section 7 hereof rather than the same time payments under compensation and benefits provided for in this Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and6(f).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause Cause, or by if Executive terminates his employment for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (i) any Accrued Compensation through the date of termination of employment; and (ii) If Executive voluntarily elects and agrees not to engage in Prohibited Activities (as hereinafter defined) for a period of one (1) year after the date of such termination of employment, the Company shall pay Executive as additional compensation for the periods subsequent to the termination date, an amount in cash equal to nine one-half the sum of (9A) months of Executive’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of terminationTermination is delivered, and (B) a Pro Rata Bonus for the fiscal year in which Executive’s termination date occurs (the “Severance Amount”), and provide Executive with Outplacement Services (as defined below). The additional compensation provided in the previous sentence shall be payable in substantially equal monthly installments for a period of six months. If Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then Executive’s eligibility to receive the post-employment benefits provided for in this Section 7(c)(ii) shall immediately terminate. Executive’s entitlement to any other compensation or benefits hereunder shall be determined in accordance with the Company’s normal payroll employee benefit plans and other applicable programs and practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined belowthen in effect. For purposes of this Section 7(c)(ii), “Outplacement Services” shall mean outplacement services from a qualified senior executive outplacement firm for a period of time consistent with similar benefits provided to similarly situated senior executives, but in no event less than 3 months. For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly engaging as an owner, employee, consultant or agent of any entity that the initial payment will include a catchmanufactures, markets and distributes (directly or indirectly through related entities, joint ventures, strategic alliances or other affiliated entities) prescription or non-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents prescription pharmaceuticals or medical devices for treatments in the standard group medicalfields of dermatology, dental and vision plans oncology or hepatology. Notwithstanding the foregoing, it shall not be considered a “Prohibited Activity” for Executive to own or purchase any corporate securities of the Company any entity that is regularly traded on a recognized stock exchange or over-the-counter market so long as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, howeverdoes not own, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) aggregate, 5% or more of the Internal Revenue Code voting equity securities of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsuch entity.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment hereunder is terminated by the Company without Cause Cause, or by Executive for Good Reason, then: ​ 1. the Company shall pay to Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine Executive’s accrued but unpaid then-current Base Salary and Deferred Initial Bonus Amounts, as well as any unpaid expense reimbursements or similar cash entitlements, pursuant to the applicable policies of the Company and its Affiliates, through the Termination Date, but excluding any payments or benefits with respect to vacation time; ​ 2. provided that the Offtake Condition is achieved prior to the Termination Date as determined by the Board in good faith, the Company shall pay to Executive an amount equal to (9x) months one hundred percent (100%) of Executive’s Base Salary at Salary; plus (y) one hundred percent (100%) of the rate largest Annual Bonus paid to (or due to be paid to) Executive for the year in effect on which the date Termination Date occurred or any year in the three (3)-calendar year period immediately preceding the Termination Date, which shall be paid in a single lump sum within fourteen (14) calendar days of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), Termination Date; ​ 3. provided that the initial payment will include a catch-up payment Offtake Condition is achieved prior to cover the period between Executive’s termination date and Termination Date as determined by the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Board in good faith, if Executive and his eligible dependents timely and properly elect to continue health care elects continuation coverage under COBRA, then the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Company shall pay the COBRA premiums for Executive and Executive’s eligible dependents in directly to the standard group medical, dental and vision plans applicable insurer(s) until the earliest of: (x) the eighteen (18)-month anniversary of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine Termination Date; (9y) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in and (z) the event the Company determines that date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source (such provisions would subject Executive period referred to taxation under Section 105(h) of the Internal Revenue Code of 1986, herein as amended (the “CodeCOBRA Continuation Period”)); ​ ​ ​ 4. provided that the Offtake Condition is achieved prior to the Termination Date as determined by the Board in good faith, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing to the extent not yet paid to Executive, the Company shall pay to Executive an (x) the amount equal of Executive’s Annual Bonus for the last full year during which Executive performed services for the Partnership Parties, and (y) the amount of Executive’s Annual Bonus for the current year, based on Executive’s Annual Bonus for such last full year and pro-rated based on Executive’s Termination Date, which amounts shall be payable at the time, and to the amount Executive would be required extent that, such Annual Bonus amounts are payable to pay for continuation similarly situated executive officers of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount the Company; and 5. the treatment of each long-term incentive compensation award shall be paid governed by the terms and conditions of the applicable award agreement for such award and the Plan or similar incentive award program under which such award was granted; provided, that, as a condition to receiving the benefits described in the above paragraphs 2-4, Executive must sign and return a release of all known and unknown claims in a lump sum at termination agreement that is acceptable to the same time payments under Section 5(e)(iCompany within the applicable deadline set forth therein, but in no event later than forty-five (45) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; anddays after the Termination Date. ​

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If the Company terminates Executive’s employment by the Company without Cause other than for Cause, Executive’s Disability or by Executive’s death, or Executive terminates his employment for Good Reason, : (a) the Company shall pay to Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s Base Salary accrued and unpaid up to the Termination Date; (b) the Company shall pay to Executive Executive’s Incentive Bonus to the extent earned and unpaid for the fiscal year ended prior to the Termination Date; (c) upon execution and nondelivery by Executive of the form of Release attached hereto as Exhibit B, and the expiration of the seven-day revocation period provided in said Release, without revocation of the release described in Section 6(g) and said Release by Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):: (i) an amount the Company shall pay to Executive a severance payment equal to nine one hundred fifty percent (9150%) months of Executive’s annual Base Salary at as of the rate in effect Termination Date, payable over eighteen (18) months beginning on the date of termination, payable Termination Date in substantially equal regular installments in accordance with the Company’s normal general payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodfor salaried employees; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount additional severance payment equal to Executive’s Incentive Bonus, to the amount extent earned, for the fiscal year during which the Termination Date occurs, pro-rated for that fiscal year based on the portion of Executive’s active employment for that fiscal year, payable when the Company generally pays Incentive Bonuses for other salaried employees; and (iii) if Executive would be required to pay for elects COBRA continuation of group health coverage coverage, the Company shall maintain for Executive and his eligible dependents through an election under COBRA for nine family members, until the earlier of (9A) monthsthe eighteen (18) month anniversary of the Termination Date or (B) such time as Executive shall obtain employment or other engagement offering comparable or better medical insurance coverage, which amount shall be paid in a lump sum at medical insurance coverage that is the same time payments as or comparable to the coverage to which he was entitled immediately preceding the Termination Date, at a cost to Executive no greater than the normal active employee premiums at such time; (d) notwithstanding anything to the contrary in the Stock Option Plan, all unvested options granted to Executive under the Stock Option Plan will automatically vest and become immediately exercisable for the total number of shares purchasable thereunder. Notwithstanding anything to the contrary in the Stock Option Plan, such options will expire on the earlier of (A) the expiration date of such options under the Stock Option Plan and (B) six (6) months from the Termination Date; (e) if the Put/Call Option is exercised, the Company shall pay, or cause to be paid, to Executive and his Permitted Transferees the Put/Call Payment in accordance with Section 5(e)(i4.06; (f) commence the Company shall reimburse Executive for his reimbursable out-of-pocket business expenses in accordance with Section 2.04 to the extent incurred prior to the Termination Date and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRApreviously reimbursed; and (g) except as set forth in this Section 4.02, Executive shall not be entitled to receive any other severance, benefits or compensation of any kind whatsoever.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Subject to Section 6(f) 5.0 below, upon a termination of if Executive’s employment and the Employment Term are terminated by the Company without Cause or by if Executive terminates his employment and the Employment Term for Good Reason, the Company shall pay Executive the Accrued Obligations in a single, lump-sum payment in accordance with the regular payroll practices and procedures of the Company but in no event longer than 45 days following such termination (or on such earlier date required by applicable law) or, in the case of a Cash Incentive Plan payment, according to the terms of such plan but no later than March 15 of the calendar year immediately following the calendar year in which the applicable performance period ended. In addition, subject to Sections 5.0, 6.0 and 7.0, in the event of such a termination, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):following: (i) an amount equal to nine the sum of two year’s Base Salary and two times Target Bonus (9“Severance Payment”), which shall be payable during the two year period immediately following the Termination Date as provided below; (ii) months continued vesting of outstanding stock options and stock appreciation rights for a period of two years following the Termination Date, with any stock option and stock appreciation right held by Executive immediately prior to such termination that is, or becomes, vested to remain exercisable until the earlier of the second anniversary of the Termination Date and the original expiration date of such stock option or stock appreciation right (as applicable); (iii) immediate vesting of any restricted stock grants that would have vested during the two-year period immediately following the Termination Date; (iv) continued vesting of restricted stock unit grants for a period of two years following the Termination Date in the same manner as if no such termination had occurred; (v) continued vesting of performance stock and performance stock units in the same manner as if no termination of employment had occurred, with payment calculated based on actual performance but with vesting to be pro-rated based on the number of days from the start of the performance period through the second anniversary of the Termination Date in relation to the total number of days in the performance period (provided that such pro-ration shall not result in a pro-ration factor greater than 1); (vi) reimbursement of Executive’s Base Salary at and his eligible dependents’ insurance premiums pursuant to the rate in effect Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the Company’s medical, dental and vision plans if Executive and Executive’s eligible dependents are eligible for, and timely elect, COBRA continuation coverage, with such reimbursements to be provided for a period of the lesser ​ of 18 months immediately following the Termination Date or the date Executive or such dependent receives similar or comparable coverage from a new employer, a spouse or the employer of a spouse; provided, however, that the Company may unilaterally amend this clause (v) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Code Section 4980D, or to the extent that this provision violates applicable law or non-discrimination rules (Executive understands that such COBRA reimbursement may be treated as taxable, in which case, Executive shall be grossed-up for such taxes in accordance with Section 409A); (vii) 6 monthly payments each in an amount equal to the greater of (x) two (2) times the monthly COBRA insurance premiums as of the Termination Date under the Company’s medical, dental and vision plans and (y) $5,000, in either case as compensation for Executive’s loss of participation in certain of the Company’s employee benefit plans, which shall commence on the first payroll date following the 18-month anniversary of terminationthe Termination Date; and (viii) 24 monthly cash payments each in an amount equal to two (2) times the monthly premiums as of the Termination Date for the life insurance and long-term disability insurance coverage under the Company’s life insurance and long-term disability plans covering Executive as of immediately prior to the Termination Date (the “L&D Payments”), which shall be payable during the two year period immediately following the Termination Date as provided below. All payments and benefits under this Section 4.02 (other than the Accrued Obligations) shall be conditional on Executive’s timely execution and non-revocation of the Release (as defined in Section 6.0) and Executive’s continued compliance with Section 9.0, Section 12.0, Section 13.0, and Section 14.0. Payment of the Severance Payment and the L&D Payments shall be made in substantially equal installments in accordance with the Company’s normal regular payroll practices over and procedures of the nine (9) month period following Executive’s termination date, Company commencing on the first payroll date that occurs on or occurring after Executive’s Release becomes effective (but not later than sixty (60) days after the Release Effective Date (as defined belowTermination Date), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in that the event first such payment shall include any installments that would have been made on previous payroll dates but for the requirement that Executive execute a Release. For the avoidance of doubt, a termination of employment pursuant to Section 3.01(a) by notice of non-renewal by the Company determines that such provisions would subject Executive to taxation under for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 105(h) of the Internal Revenue Code of 19864.02 and Section 5, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andapplicable.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause Cause, or by if Executive terminates his employment for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (i) any Accrued Compensation through the date of termination of employment; and (ii) If Executive voluntarily elects and agrees not to engage in Prohibited Activities (as hereinafter defined) for a period of one (1) year after the date of such termination of employment, the Company shall pay Executive as additional compensation for the periods subsequent to the termination date, an amount in cash equal to two (2) times the sum of (A) Executive’s annual Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is delivered, and (B) the Bonus Amount (as defined below). The additional compensation provided in the previous sentence shall be payable in substantially equal monthly installments for a period of twelve months. If Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then Executive’s eligibility to receive the post-employment benefits provided for in this Section 7(c)(ii) shall immediately thereafter terminate. For purposes of this Section 7(c), “Bonus Amount” shall mean the average annual cash bonus or incentive compensation received by Executive by virtue of Section 3(c) above during the two fiscal years immediately preceding the termination date. In the event Executive’s termination occurs during the 2003 fiscal year, “Bonus Amount” shall be an amount equal to nine (9) months of the Guaranteed Bonus. In the event Executive’s Base Salary at termination occurs in the rate in effect 2004 fiscal year, then the “Bonus Amount” shall mean the (i) sum of the cash bonus received by Executive by virtue of Section 3(c) above for the 2003 fiscal year plus the cash bonus Executive otherwise would have been entitled to receive by virtue of Section 3(c) above for the 2004 fiscal year had Executive remained employed by the Company for such fiscal year based on the date performance of terminationExecutive and the Company, payable in substantially equal installments divided by (ii) 2. Executive’s entitlement to any other compensation or benefits hereunder shall be determined in accordance with the Company’s normal payroll employee benefit plans and other applicable programs and practices over then in effect. For the nine purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly engaging as an owner, employee, consultant or agent of any entity that manufactures, markets and distributes (9directly or indirectly through related entities, joint ventures, strategic alliances or other affiliated entities) month period following Executive’s termination dateprescription or non-prescription pharmaceuticals or medical devices for treatments in the fields of dermatology, commencing oncology or hepatology (each a “Competitive Business”). Notwithstanding the foregoing, it shall not be considered a “Prohibited Activity” for Executive (i) to own or purchase any corporate securities of any entity that is regularly traded on a recognized stock exchange or over-the-counter market so long as Executive does not own, in the first payroll date that occurs on aggregate, 5% or after more of the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date voting equity securities of any such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; entity or (ii) provided to perform consulting services for an entity engaged in a Competitive Business to the extent Executive has given the Company and his eligible dependents timely ICN at least 30 days advance notice of Executive’s desire to perform such consulting services and properly elect both the Company’s Board of Directors and ICN’s Board of Directors (or the board of directors of a successor entity to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”Company or ICN, as the case may be), continued participation by Executive in their sole and Executive’s eligible dependents absolute discretion, have consented in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal writing to the amount Executive would be required to pay for continuation performance of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsuch consulting services by Executive.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of Executive’s employment by If the Company terminates this Agreement without Cause pursuant to Section 5(b) above, or by Executive terminates this Agreement for Good ReasonReason pursuant to Section 5(c) above during the Employment Period, then Executive shall only be entitled to receive receive, and the Accrued Benefits andCompany shall pay, subject in addition to Executive’s execution and non-revocation of the release described items referenced in Section 6(g6(a) and Executive’s compliance with Executive’s obligations under Section 8above, the following severance payments and benefits (collectively, the “Severance Benefits”):following: (i) an An aggregate amount equal to nine (9) months of Executive’s his Base Salary at the rate in effect on his last day of employment (the date of termination, payable “Severance Payment”). The Severance Payment shall be paid in substantially twelve (12) equal monthly installments in accordance with the Company’s normal payroll practices over the nine (9) month period following commencing after Executive’s termination dateof employment, commencing on the first subject to all legally required payroll date that occurs on or after the Release Effective Date deductions and withholdings. The twelve (as defined below), provided that the initial payment will include a catch-up payment to cover the 12)-month period between Executive’s termination date and the date of such first payment and the remaining amounts during which Severance Payments shall be paid over tendered is the remainder of such nine (9) month period;“Severance Payment Period.” (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and To help defray Executive’s eligible dependents in the standard group medicalcosts of procuring health, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation or drug insurance coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay Executive an additional monthly amount of Five Hundred Dollars ($500.00) (the “Additional Amount”) with each Severance Payment installment during the Severance Payment Period to be paid to Executive an under Section 6(c)(i) above. In no event shall payment of the Additional Amount to Executive extend beyond the Severance Payment Period. (iii) A pro-rata share of any Discretionary Annual Bonus which Executive otherwise would have been entitled under Section 4(b)(i) above for the fiscal year in which his employment terminates without Cause or for Good Reason, with such discretionary amount equal to determined by the amount Board in good faith and prorated based on the number of days Executive would be required to pay for continuation is employed in the fiscal year of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount termination. Such pro-rated bonus shall be paid to Executive within thirty (30) days following the date the financial results of such fiscal year are accepted by the Board and in no event shall any discretionary amount be determined in a lump sum at manner different than such amounts are determined for still-employed senior executives of the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andCompany.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment hereunder is terminated by the Company without Cause Cause, or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):then: (iA) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to (1) two hundred percent (200%) of Executive’s Base Salary plus (2) two hundred percent (200%) of the largest Annual Bonus (including the amount of any Additional Bonus, if applicable) paid to (or due to be paid to) Executive would for the year in which the Termination Date occurred or any year in the three (3)-calendar year period immediately preceding the Termination Date, which shall be required to paid in a single lump sum within fourteen (14) calendar days of the Termination Date; (B) if Executive timely elects continuation coverage under COBRA, then the Company shall pay for continuation of group health coverage the COBRA premiums for Executive and his eligible dependents through an election under directly to the applicable insurer(s) during the COBRA for nine continuation period; (9C) monthsthe Company shall pay to Executive, which amount shall be paid in a single lump sum at within fourteen (14) calendar days of the same time payments under Section 5(e)(iTermination Date, an amount equal to all outstanding amounts owed to Executive for services performed by Executive for or on behalf of the Partnership Parties, including, without limitation, (1) commence the amount of Executive’s accrued but unpaid then current Base Salary through the Termination Date, and is intended (2) to assist Executive with costs the extent not yet paid to Executive, (a) the amount of health coverage, Executive’s Annual Bonus for the last full year during which Executive may performed services for the Partnership Parties (but including the amount of any Additional Bonus, if applicable), and (b) the amount of Executive’s Annual Bonus for the current year, based on Executive’s Annual Bonus for such last full year, up to an amount that is not required to) obtain through an election to continue health care coverage under COBRAexceed the Low Annual Bonus if such last full year was calendar year 2023 (and further adjusted to include the amount of any Additional Bonus, if applicable), and pro-rated based on Executive’s Termination Date; and (D) any units which may have been awarded to Executive under the Plan or any other long-term incentive programs available generally to the Company’s executive officers in the future, in each case, shall vest in full as of the Termination Date and convert into Common Units as set forth in the applicable award agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an An amount equal to nine twelve (912) months of Executive’s Base Salary at the rate in effect on the date of terminationtermination date, payable in substantially equal installments in accordance equivalent installments, with the first payment made on the Company’s normal payroll practices over the nine (9) month period first practical pay date following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined in Section 6(g) below)) and remaining installments tendered thereafter on consecutive, provided that semi-monthly pay dates in accordance with the initial payment will include a catchCompany’s regularly-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be scheduled payroll calendar until paid over the remainder of such nine (9) month periodin full; (ii) provided Executive and his eligible dependents timely and properly elect to continue Continuation of coverage under the Company’s group health care coverage insurance plan under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”)) at active employee rates beginning on the first day of the month following Executive’s termination date and continuing for a period of twelve (12) months at the same level of coverage Executive elected during employment and on the same terms and conditions generally afforded to the Company’s active employees, continued participation by provided Executive and Executive’s eligible dependents enroll with the Company’s COBRA administrator within sixty (60) days after Executive’s termination date (as used in this paragraph, the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees “COBRA Subsidy” during the applicable period, and reimbursement by the Company of the monthly “COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverageSubsidy Period”); provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”)amended, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, then the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his Executive’s eligible dependents through an election under COBRA for nine twelve (912) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i6(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA. Notwithstanding the foregoing, Executive understands that the Company’s COBRA Subsidy during the COBRA Subsidy Period will not extend Executive’s or Executive’s dependents’ eligibility for continuation health coverage under COBRA and agrees to hold harmless the Released Parties from any and all claims arising directly or indirectly from the COBRA Subsidy referenced above. Executive also understands that if Executive or Executive’s eligible dependents do not elect COBRA healthcare continuation coverage or choose to reduce coverage level under COBRA, Executive will not be entitled to receive any additional monetary payment for the cash equivalent of such COBRA Subsidy or any difference in premiums based upon Executive’s COBRA election. Following the COBRA Subsidy Period, Executive and Executive’s dependents may, subject to statutory eligibility requirements, continue COBRA coverage at standard COBRA rates for the remainder of the applicable COBRA continuation period permitted by law as long as Executive and Executive’s dependents pay the full cost of such coverage in accordance with the Company’s COBRA continuation health coverage policies; and (iii) to the extent such termination of Executive’s employment by the Company without Cause or by Executive for Good Reason occurs any time following a Change of Control transaction (and without limiting any Change of Control Severance Benefits specified in Section 6(f) below), Executive shall receive twelve (12) months of vesting acceleration with respect to all of Executive’s then-outstanding equity awards granted to Executive by the Company or assumed, continued or substituted for by the acquiring entity in such Change of Control transaction.

Termination by the Company Without Cause or by Executive for Good Reason. Except (a) Subject to Executive’s compliance with Section 7 and subject to the execution by Executive, without revocation, of a general release in the form attached as provided Exhibit A or in Section 6(f) belowother form satisfactory to the Company (the “Release”), upon a termination of if during the Term Executive’s employment by the Company terminates without Cause or by Executive terminates his employment for Good Reason, Executive shall will receive the following in lieu of any payments or benefits to which Executive would otherwise be entitled to receive under any Company severance plan: (1) any unpaid Base Salary and any accrued but unused vacation pay through the Accrued Benefits anddate of termination; (2) a pro rata bonus for the year of termination, subject to Executive’s execution and non-revocation of calculated by multiplying the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8Severance Bonus Amount by a fraction, the following severance payments numerator of which is the number of days in the current fiscal year through the date of termination and benefits (collectivelythe denominator of which is 365, payable at the “Severance Benefits”):time that bonuses are paid to similarly situated employees; (i3) an amount equal to nine two times Base Salary; (94) continued receipt of medical, dental, vision, basic life, and employee assistance coverage for 24 months of after Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with subject to payment by Executive of the employee cost of those benefits as paid by active employees, but if Executive is employed by another employer who provides one or more similar benefits, the benefits under the Company’s normal payroll practices over plan will be secondary to those provided under the nine new plan; (95) month outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and (6) accrued benefits pursuant to the Company’s benefit plans and programs. (b) The amount in (1) above will be paid within 10 business days after the date of termination (unless an earlier date is required by law). (c) The amounts in (2) and (3) above will be paid in a lump sum only after the Executive has executed and delivered to the Company the Release within the period following Executive’s stated below and after any applicable revocation period in the Release has expired. Within 45 days after the date of termination date(the “Delivery Deadline”), commencing the Executive shall deliver to the Company either an executed Release or a notice stating that the Executive has a good faith, bona fide dispute regarding his employment or the termination of his employment with the Company (“Dispute Notice”). If the Executive delivers an executed Release by the Delivery Deadline, the Company shall make the payments set forth in (3) above on the first payroll date business day that occurs on or is 60 days after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine termination (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”)that, continued participation as permitted by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, thenthe Company may, in lieu its sole discretion, make such payments on any date that is no more than 30 days prior to such date), and the Company shall make the payment set forth in (2) above at the time that bonuses are paid to similarly situated employees (on or before March 15 of reimbursing Executivethe year following the year in which the relevant services required for payment have been performed). If the Executive delivers a Dispute Notice by the Delivery Deadline, the Company shall pay shall, as permitted by Section 409A of the Code, make the payments set forth in (2) and (3) above within 30 days after the date that the dispute is resolved, an executed Release is delivered and the Release becomes effective and irrevocable in accordance with its terms (the “Resolution Date”), but in no event later than the end of the calendar year in which the Resolution Date occurs (except with respect to (2) above, not sooner than the time that bonuses are paid to similarly situated employees). If the Executive fails to deliver either an amount equal executed Release or a Dispute Notice by the Delivery Deadline, the Executive will be deemed to have waived the amount payments set forth in (2) and (3) above and the Company will have no further obligation to make those payments. (d) The Company will have no obligation to provide any payments or benefits in this Section 5.3 if Executive would be required breaches the provisions of Section 7. 2. Section 8.4 of the Agreement is amended in its entirety to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andread as follows:

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated at any time during the Term by the Company without Cause or by Executive for Good Reason, subject to Section 10(d) of this Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (i) (A) within ten (10) days following such termination, (i) payment of Executive’s accrued and unpaid Base Salary, (ii) payment for any accrued but unused vacation days, (iii) payment of any earned but unpaid Annual Bonus with respect to the year prior to the year of termination and (iv) reimbursement of expenses under Section 8 of this Agreement, in each case of (i) through (iv), accrued through the date of termination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance); (ii) if the termination occurs prior to a Change in Control or more than two years after a Change in Control, an amount equal to nine the sum of (9A) twelve (12) months of Executive’s Base Salary at the rate as in effect immediately prior to Executive’s date of termination and (B) Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable during the twelve (12) month period commencing on the date of termination, payable termination (the “Severance Period”) in substantially equal installments in accordance with the Company’s normal regular payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, provided, that the first payment pursuant to this Section 10(a)(ii) shall be made on substantially the same terms payment date (“Payment Date”) determined as (A) the next regularly scheduled payroll date following the second business day after the Release as set forth in Section 10(d) becomes effective and conditions as irrevocable (B) unless the sixty (60) day period following the Executive’s termination spans two calendar years in which event on the next regularly scheduled payroll date following the later of (i) the second business day after the Release becomes effective and irrevocable and (ii) the second business day of the second calendar year in such benefits are provided to employees during the applicable sixty (60) day period, and reimbursement by in all events payments shall include payment of any amounts that would otherwise be due prior to the Company of Payment Date; and (iii) if the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months ortermination occurs on or within two years after a Change in Control, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the sum of (A) twenty-four (24) months of Executive’s Base Salary as in effect immediately prior to Executive’s date of termination and (B) two times the Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable in a lump sum on the Payment Date; and (iv) an amount equal to the pro-rata portion of Executive’s Annual Bonus for the year of termination, based on the number of days the Executive is employed during such year and based on objective actual performance through the date of termination (or the end of the month preceding such termination if such performance is generally determined as of the end of the month), payable in a lump-sum on the Payment Date (“Pro-rata Bonus”); and (v) a lump sum payment on the Payment Date equivalent to the amount the COBRA premium would be required to pay for continuation of group Executive for the health coverage Executive had prior to the termination (for Executive and his eligible dependents through an election under COBRA for nine family to the extent applicable) multiplied by (9A) months, which amount shall be paid twelve (12) if the termination of employment occurs prior to a Change in Control or more than two years after a lump sum at Change in Control or (B) twenty four (24) if the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs termination of health coverage, which employment occurs on or within two years following a Change in Control. Executive may (but is not required to) obtain through an election to continue health care elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to receive the payment in this Section 10(a)(v); and (vi) options and restricted stock units granted under the Company’s 2018 Omnibus Incentive Plan or any other equity plan or program that would otherwise vest during the twelve (12) months following such termination of employment will vest in full immediately upon such termination of employment; and (vii) performance restricted stock units granted under the Company’s 2018 Omnibus Incentive Plan or any other equity plan or program will vest based on actual performance through the date of Executive’s termination of employment and projected performance from the date immediately after Executive’s termination of employment through the end of the applicable performance period based on the then current operating budget of the Company (last previously approved by the Board prior to the Executive’s termination of employment and after consultation with the then current Chief Executive Officer of the Company), with the Shares earned pursuant to such performance restricted stock units prorated based on the number of days the Executive would have been employed during the performance period if the Executive had remained employed through the first anniversary of the termination of his employment in comparison to the total number of days in the performance period.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause under Section 6(e) or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations Reason under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”6(d): (i) an amount equal as soon as practicable following such termination but no later than ninety (90) days after the Date of Termination, the Company shall pay to nine (9) months of Executive’s : his accrued, but yet unpaid Base Salary at earned through the rate Date of Termination, his accrued, but unpaid Bonus, if any, earned for the year immediately prior to the year in effect on which the date Date of terminationTermination occurs and any accrued, payable in substantially equal installments in accordance with but unused vacation pay through the Company’s normal payroll practices over Date of Termination (the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below“Accrued Obligations”), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;; and (ii) provided Executive does not breach Section 9 or any other term of this Agreement following his termination, in which case all payments under this clause (ii) shall cease, the Company shall pay to Executive, in 12 substantially equal monthly installments, an amount equal to the product of (A) and his eligible dependents timely (B), where (A) is equal to 1/12 and properly elect (B) is equal to continue health care coverage under the Consolidated Omnibus Reconciliation Act sum of 1985 (i) the greater of (x) Executive’s Base Salary in effect on the Date of Termination or (y) Executive’s Base Salary in effect immediately before a reduction of such Base Salary that would constitute Good Reason, plus (ii) Executive’s Bonus (if any) paid or payable to Executive with respect to the fiscal year that ended immediately prior to the fiscal year in which such Date of Termination occurred, with such payments beginning on the first day following the applicable revocation period set forth in the General Release contemplated in this Section 8 (the “COBRASeverance Payment Date”), continued participation by Executive and Executive’s eligible dependents in . Notwithstanding the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months orforegoing, if earlier, until the date Executive is no longer eligible Board (or its delegate) determines in its discretion that severance payments due under this Section 8(a)(ii) are determined to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would be “nonqualified deferred compensation” subject Executive to taxation under Section 105(h) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulationand that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, thenthen such severance payments shall commence no earlier than the first day of the seventh month following the month in which Executive’s termination occurs (the “Specified Employee Severance Payment Date”) (with the first such payment being a lump sum equal to the aggregate severance payments Executive would have received during such six-month period if no such delay had been imposed); for purposes of this Agreement, whether Executive is a “specified employee” will be determined in lieu accordance with the written procedures adopted by the Board subsequent to the execution of reimbursing Executive, this Agreement which are incorporated by reference herein; (iii) the Company shall pay reimburse Executive within ninety (90) days of the Date of Termination pursuant to Section 5(b) for reasonable expenses incurred, but not paid prior to such termination of employment; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive an amount equal to in accordance with the amount Executive would be required to pay for continuation terms and provisions of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) monthsany agreements, which amount shall be paid in a lump sum at plans or programs of the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andCompany.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive for Good Reason. In the event of such a termination (subject to Section 4(d) below), Executive shall be entitled to receive (A) the Accrued Benefits andAmounts, subject and (B) the Severance Amount (as provided below); provided, that Executive shall be entitled to receive the Severance Amount only if (i) Executive has materially complied with, and is in compliance in all material respects with, Sections 5, 6, and 7 of this Agreement, and (ii) Executive executes a general release of all claims and rights that Executive may have against the Company and its related entities and their respective equityholders, members, officers, directors, managers and employees relating to Executive’s execution and non-revocation of the release described employment and/or termination, in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits a form substantially similar to Exhibit A hereto (collectively, the “Release”) within 45 days following the Termination Date, and does not revoke the Release within any applicable revocation period. The Severance Benefits”): Amount shall equal (i) an one year of the Base Salary rate as of the Termination Date, plus the amount equal of the Target Annual Bonus (at 100% achievement) prorated based on the number of days that Executive is employed during the fiscal year in which the Termination Date occurs, in each case payable in a single lump sum; (ii) payment of any earned but unpaid Annual Bonus for the fiscal year prior to nine the year in which the Termination Date occurs, payable in a single lump sum; (9iii) continuation for 12 months following the Termination Date of any health insurance benefits to which Executive was entitled as of the Termination Date at the same level as active employees (with such benefits to be provided in the form of subsidized COBRA premiums); and (iv) accelerated vesting of the portion of Executive’s Base Salary at then-unvested equity awards subject to time-based vesting that are held by Executive as of the rate Termination Date and which were scheduled to vest within 12 months following the Termination Date. The cash termination payments described in effect on this Section shall be paid to Executive within 60 days following the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below)Termination Date, provided that the initial payment will include a catch-up payment to cover if the period between Executive’s during which Executive may sign the Release straddles two calendar years, then such cash termination date and the date of such first payment and the remaining amounts payments shall be paid over to Executive in the remainder second of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andcalendar years.

Termination by the Company Without Cause or by Executive for Good Reason. Except Subject to Executive’s compliance with Section 7 and subject to the execution by Executive, without revocation, of a general release in the form attached as provided in Section 6(f) belowExhibit A (the “Release”), upon a termination of if during the Term Executive’s employment by the Company terminates without Cause or by Executive terminates his employment for Good Reason, Executive shall will receive the following in lieu of any payments or benefits to which Executive would otherwise be entitled to receive under any Company severance plan: (1) any unpaid Base Salary and any accrued but unused vacation pay through the Accrued Benefits anddate of termination; (2) a pro rata bonus for the year of termination, subject to Executive’s execution and non-revocation of calculated by multiplying the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8Severance Bonus Amount by a fraction, the following severance payments numerator of which is the number of days in the current fiscal year through the date of termination and benefits (collectivelythe denominator of which is 365, payable at the “Severance Benefits”):time that bonuses are paid to similarly situated employees; (i3) an amount equal to nine two times Base Salary; (94) continued receipt of medical, dental, vision, basic life, and employee assistance coverage for 24 months of after Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with subject to payment by Executive of the employee cost of those benefits as paid by active employees, but if Executive is employed by another employer who provides one or more similar benefits, the benefits under the Company’s normal payroll practices over plan will be secondary to those provided under the nine new plan; (95) month period following Executiveoutplacement services substantially similar to those provided pursuant to the terms of the Company’s termination date, commencing on severance plan; and (6) accrued benefits pursuant to the first payroll date that occurs on or Company’s benefit plans and programs. The amount in (1) above will be paid within 10 business days after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment termination (unless an earlier date is required by law). The amounts in (2) and the remaining amounts shall be paid over the remainder of such nine (93) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall above will be paid in a lump sum at after the same time later of (i) the expiration of the applicable revocation period contained in the Release, and (ii) with respect to the bonus, the annual bonus payment date for similarly situated employees. The Company will have no obligation to provide any payments under or benefits in this Section 5(e)(i) commence and is intended to assist 5.3 if Executive with costs breaches the provisions of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andSection 7.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good ReasonReason (and not, for the avoidance of doubt, in connection with a termination of employment on account of death or disability), Executive shall be entitled to receive the Accrued Benefits andseverance benefits described below, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”1(e): (i) an amount equal to nine (9) months Executive shall receive a lump sum cash payment of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount greater of (A) the sum of (I) Executive’s annual base salary in effect immediately before the Termination Date (as defined in Section 2) without regard to any adjustments constituting Good Reason, if applicable, and (II) the median of the annual bonuses paid to the Executive would for the three calendar years preceding the Termination Date and (B) 200% of Executive’s annual base salary in effect immediately before the Termination Date without regard to any adjustments constituting Good Reason, if applicable. Such payment shall be required to pay made as soon as practicable following the effective date of the Release (as defined below) but no later than the 60th day after the Termination Date. (ii) The Company shall reimburse Executive for continuation 100% of group health coverage the COBRA premiums incurred by Executive for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount the Company’s health care plan during the 12 month period following the Termination Date. Such reimbursements shall be paid in a lump sum at provided on the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, payroll date immediately following the date on which Executive may remits the applicable premium payment and shall commence within 60 days after the Termination Date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Termination Date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to Executive to the extent required by law. (iii) Notwithstanding the terms of any equity award agreements (whether granted prior to or following the Effective Date), all of Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares and restricted stock units) shall be treated in accordance with the following: (A) Except as otherwise provided in (B) below, all unvested awards shall immediately vest and be distributed or otherwise settled as soon as practicable following the effective date of the Release but no later than 60 days following the Termination Date. (B) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the terms and conditions applicable to such award; provided that the Executive shall vest in no less than a pro-rata portion of the target value of such award. The pro-rata portion shall be equal to the product of (I) the target value of such award, and (II) a fraction, the numerator of which is the number of days during the performance period that would have elapsed as of the anniversary of the date of grant of such award next following the Executive’s Termination Date (but not beyond the end of the applicable performance period), and the denominator of which is not required tothe number of days in the performance period. Distribution of such award shall be made as soon as practicable following the effective date of the Release but no later than 60 days following the Termination Date. (C) obtain through Notwithstanding the provisions of this Section 1(a)(iii), (I) to the extent that any award agreement governing any of Executive’s equity awards outstanding as of the Termination Date contains provisions more favorable than those set forth in this Section 1(a)(iii), then such provisions shall apply to Executive if Executive’s employment terminates under the applicable circumstances set forth in such award agreement and (II) in the event of any inconsistency between the timing of payment set forth in this Agreement and the timing of payment set forth in any award agreement with respect to an election award granted on or after January 1, 2021, the timing of payment set forth in such award agreement shall govern. For the avoidance of doubt, the vesting provisions of this Section 1(a)(iii) (including the preceding clause (I) of this Section 1(a)(iii)(C)) shall govern the vesting of the phantom shares subject to continue health care coverage under COBRA; andperformance vesting granted to Executive on or after the Effective Date, but the timing of payment of such awards shall be governed by the timing of payment set forth in Section 4 of the applicable award agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(fIf (x) below, upon a termination of Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or by (y) Executive for terminates employment with Good Reason, then Executive will receive the amounts set forth in Section 7(a)(i) and, on the condition that the Executive signs a separation agreement containing a plenary release of claims in a form acceptable to the Company within fifty (50) days after the Date of Termination and such plenary release becomes final, binding and irrevocable, the Executive shall also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of following from the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):Company: (i) an An amount equal to nine the sum of (9A) months of Executive’s Base Salary at the rate then in effect on (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the date of terminationTarget Bonus, payable in substantially equal installments in accordance with the Company’s normal regular payroll practices over schedule, from the nine (9) month period following Executive’s termination date, commencing on Date of Termination to the first payroll date that occurs on or is twelve (12) months after the Release Effective Date of Termination (as defined below)the “Severance Period”) provided, provided however, that each installment payable before the initial payment will include a catch-up payment plenary release becomes final, binding and irrevocable shall not be paid to cover the period between Executive’s termination date Executive until such plenary release becomes final, binding and irrevocable (at which time all such amounts that would have been paid but for the date of such first payment and the remaining amounts delay described in this clause (i) shall be paid over the remainder of such nine (9) month periodpaid); (ii) provided A pro rata bonus equal to the Executive’s Target Bonus (A) multiplied by the fraction obtained by dividing the aggregate amount of actual bonuses paid to the Company’s other employment contract executives for the year in which termination occurs by such employment contract executives’ aggregate target bonuses for the year in which termination occurs, multiplied by (B) the fraction obtained by dividing the number of days in the year through the Date of Termination by the total number of days in the year, which amount shall be paid when the Company’s other employment contract executives are paid their bonuses; (iii) During the Severance Period, if Executive and his eligible dependents timely and properly elect elects to continue health care coverage under Company medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company shall continue to pay the Company’s costs of such benefits as in effect from time Executive elects to time, continue under the same plans and on substantially the same terms and conditions as such benefits are provided to active employees of the Company for up to twelve (12) months. If for any reason COBRA coverage is unavailable at any time during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing ExecutiveSeverance Period, the Company shall pay to reimburse Executive no less frequently than quarterly in advance an amount equal which, after taxes, is sufficient for Executive to the amount Executive would be required to pay for continuation of group health purchase medical and dental coverage for Executive and his eligible Executive’s dependents through an election that is substantially equivalent to the medical and dental coverage that Executive and Executive’s dependents were receiving immediately prior to the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under COBRA for nine the Company’s plans. Company’s obligation under this Section 7(b)(iii) shall terminate or be reduced to the extent that substantially similar coverage (9determined on a benefit-by-benefit basis) monthsare provided by a subsequent employer; (iv) Upon the date that the plenary release becomes final, which amount binding and irrevocable, notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, all vested stock options to acquire Company stock and all other similar equity awards held by the Executive as of the Date of Termination shall continue to be exercisable during the Severance Period; and (v) Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or the Executive’s Confidentiality Agreement during the Severance Period, and such breach is not cured within five business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under this Section 7(b) shall cease as of the date of the breach and the Executive shall be paid in a lump sum at the same time entitled to no further payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andhereunder.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(fIf (x) below, upon a termination of Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or by (y) Executive for terminates employment with Good Reason, then Executive will receive the amounts set forth in Section 7(a)(i), any other additional benefits then due or earned in accordance with generally applicable employee benefit plans and programs of the Company, and, on the condition that the Executive signs a separation agreement containing a plenary release of claims in a form acceptable to the Company within fifty (50) days after the Date of Termination (or such shorter period specified in such plenary release) and such plenary release becomes final, binding and irrevocable, the Executive shall also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of following from the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):Company: (i) an Any earned but unpaid annual bonus for the fiscal year preceding the Termination Date and a pro rata bonus equal to the annual bonus Executive would have earned absent his separation multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, which amount shall be paid when the Company’s other employment contract executives are paid; (ii) An amount equal to nine (9) months of the Executive’s Base Salary at the rate then in effect on the date of termination(determined without regard to any reduction in such Base Salary constituting Good Reason), payable in substantially equal installments in accordance with the Company’s normal regular payroll practices over schedule, from the nine (9) month period following Executive’s termination date, commencing on Date of Termination to the first payroll date that occurs on or is 12 months after the Release Effective Date of Termination (as defined belowthe “Severance Period”); provided, provided however, that each installment payable before the initial payment will include a catch-up payment to cover the period between Executive’s termination date plenary release becomes final, binding and the date of such first payment and the remaining amounts irrevocable shall not be paid over to the remainder of Executive until such nine (9) month periodplenary release becomes final, binding and irrevocable; (iiiii) provided During the Severance Period, if Executive and his eligible dependents timely and properly elect elects to continue health care coverage under Company medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company shall continue to pay the Company’s costs of such benefits as in effect from time to time, if Executive continued under the same plans and on substantially the same terms and conditions as such an active employee of the Company. Company’s obligation under this Section 7(b)(iii) shall terminate if Executive becomes eligible for group health plan benefits are provided under a subsequent employer’s plan or a spouse’s employer plan; and (iv) Upon the date that the plenary release becomes final, binding and irrevocable, notwithstanding any provision to employees the contrary in any stock option or restricted stock agreement between the Company and the Executive, all vested stock options to acquire Company stock and all other similar equity awards held by the Executive as of the Date of Termination shall continue to be exercisable during the applicable periodSeverance Period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible subject to receive COBRA continuation coverage; provided, however, earlier exercise in the event of a Change of Control pursuant to the Company determines that plan governing such provisions would subject awards. Notwithstanding the foregoing, if Executive to taxation engages in a material breach of any provision of this Agreement or the Executive’s Confidentiality Agreement during the Severance Period, then the Company’s continuing obligations under this Section 105(h7(b) shall cease as of the Internal Revenue Code date of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, breach and the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time entitled to no further payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andhereunder.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(fIf (x) below, upon a termination of Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or by (y) Executive for terminates employment with Good Reason, then Executive will receive the amounts set forth in Section 7(a)(i) and, on the condition that the Executive signs a separation agreement containing a plenary release of claims in a form acceptable to the Company within fifty (50) days after the Date of Termination and such plenary release becomes final, binding and irrevocable, the Executive shall also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of following from the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):Company: (i) an An amount equal to nine (9) months of Executive’s Base Salary at the rate then in effect on the date of termination(determined without regard to any reduction in such Base Salary constituting Good Reason), payable in substantially equal installments in accordance with the Company’s normal regular payroll practices over schedule, from the nine (9) month period following Executive’s termination date, commencing on Date of Termination to the first payroll date that occurs on or is twelve (12) months after the Release Effective Date of Termination (as defined belowthe “Severance Period”); provided, provided however, that each installment payable before the initial payment will include a catch-up payment plenary release becomes final, binding and irrevocable shall not be paid to cover the period between Executive’s termination date Executive until such plenary release becomes final, binding and irrevocable (at which time all such amounts that would have been paid but for the date of such first payment and the remaining amounts delay described in this clause (i) shall be paid over the remainder of such nine (9) month periodpaid); (ii) provided During the Severance Period, if Executive and his eligible dependents timely and properly elect elects to continue health care coverage under Company medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company shall continue to pay the Company’s costs of such benefits as in effect from time Executive elects to time, continue under the same plans and on substantially the same terms and conditions as such benefits are provided to active employees of the Company for up to eighteen (18) months. If for any reason COBRA coverage is unavailable at any time during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing ExecutiveSeverance Period, the Company shall pay to reimburse Executive no less frequently than quarterly in advance an amount equal which, after taxes, is sufficient for Executive to the amount Executive would be required to pay for continuation of group health purchase medical and dental coverage for Executive and his Executive’s dependents that is substantially equivalent to the medical and dental coverage that Executive and Executive’s dependents were receiving immediately prior to the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under the Company’s plans. Company’s obligation under this Section 7(b)(ii) shall terminate or be reduced to the extent that substantially similar coverage (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (iii) Upon the date that the plenary release becomes final, binding and irrevocable, notwithstanding any provision to the contrary in any stock option or restricted stock agreement between the Company and the Executive, (A) Executive’s currently existing stock options which will otherwise fully vest on October 2, 2018 shall immediately vest upon the Date of Termination if such stock options have not otherwise previously vested and (B) all vested stock options to acquire Company stock and all other similar vested equity awards held by the Executive as of the Date of Termination shall continue to be exercisable during the two (2)-year period from the Date of Termination, subject to the ultimate expiration date of such awards; (iv) Upon the date that the plenary release becomes final, binding and irrevocable, notwithstanding any provision to the contrary in the performance-based restricted stock agreement issued to Executive on or about March 15, 2017 (“2017 Performance-Based Restricted Stock Award”), the 2017 Performance-Based Restricted Stock Award shall continue to be eligible dependents through an election to vest during the two (2)-year period from the Date of Termination, provided that the performance vesting terms thereof are achieved by the Company during such period; and (v) Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or the Executive’s Confidentiality Agreement during the Severance Period (or the period applicable to such obligation, if shorter or longer), and such breach is not cured within five business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under COBRA for nine (9this Section 7(b) months, which amount shall cease as of the date of the breach and the Executive shall be paid in a lump sum at the same time entitled to no further payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andhereunder.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment appointment as an officer of the Company hereunder is terminated by the Company without Cause Cause, or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):then: ​ (iA) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to (1) two hundred percent (200%) of Executive’s Base Salary; plus (2) two hundred percent (200%) of the largest Annual Bonus (including the amount of any Additional Bonus, if applicable) paid to (or due to be paid to) Executive would for the year in which the Termination Date occurred or any year in the three (3)-calendar year period immediately preceding the Termination Date, which shall be required to paid in a single lump sum within fourteen (14) calendar days of the Termination Date; ​ (B) if Executive timely elects continuation coverage under COBRA, then the Company shall pay for continuation of group health coverage the COBRA premiums for Executive and his eligible dependents through an election under directly to the applicable insurer(s) during the COBRA for nine continuation period; (9C) monthsCompany shall pay to Executive, which amount shall be paid in a single lump sum at within fourteen (14) calendar days of the same time payments under Section 5(e)(iTermination Date, an amount equal to all outstanding amounts owed to Executive for services performed by Executive for or on behalf of the Partnership Parties, including, without limitation, (1) commence the amount of Executive’s accrued but unpaid then current Base Salary through the Termination Date, and is intended (2) to assist Executive with costs the extent not yet ​ paid to Executive, (a) the amount of health coverage, Executive’s Annual Bonus for the last full year during which Executive performed services for the Partnership Parties (including the amount of any Additional Bonus, if applicable), and (b) the amount of Executive’s Annual Bonus for the current year, based on Executive’s Annual Bonus for such last full year (including the amount of any Additional Bonus, if applicable) and pro-rated based on Executive’s Termination Date; and ​ (D) any units which may (but is not required to) obtain through an election have been awarded to continue health care coverage Executive under COBRA; andthe Plan or any other long-term incentive programs available generally to the Company’s executive officers in the future, in each case, shall vest in full as of the Termination Date and convert into Common Units as set forth in the applicable award agreement. ​

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good ReasonReason (and not, for the avoidance of doubt, in connection with a termination of employment on account of death or disability), Executive shall be entitled to receive the Accrued Benefits andseverance benefits described below, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”1(e): (i) an amount equal to nine (9) months Executive shall receive a lump sum cash payment of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount greater of (A) the sum of (I) Executive’s annual base salary in effect immediately before the Termination Date (as defined in Section 2) without regard to any adjustments constituting Good Reason, if applicable, and (II) the median of the annual bonuses paid to the Executive would for the three calendar years preceding the Termination Date and (B) 200% of Executive’s annual base salary in effect immediately before the Termination Date. Such payment shall be required to pay made as soon as practicable following the effective date of the Release (as defined below) but no later than the 60th day after the Termination Date. (ii) The Company shall reimburse Executive for continuation 100% of group health coverage the COBRA premiums incurred by Executive for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount the Company’s health care plan during the 12 month period following the Termination Date. Such reimbursements shall be paid provided on the payroll date immediately following the date on which Executive remits the applicable premium payment and shall commence within 60 days after the Termination Date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Termination Date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to Executive to the extent required by law. (iii) Notwithstanding the terms of any equity-award agreements (whether granted prior to or following the Effective Date), all of Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares and restricted stock units) shall be treated in accordance with the following: (A) Except as otherwise provided in (B) below, all unvested awards shall immediately vest and be distributed or otherwise settled as soon as practicable following the effective date of the Release but no later than 60 days following the Termination Date. (B) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the terms and conditions applicable to such award; provided that the equity award shall vest no less favorably than the following: as of the Termination Date, the Executive shall vest in a lump sum at pro-rata portion of the same time payments under Section 5(e)(itarget value of such award. The pro-rata portion shall be equal to the product of (I) commence the target value of such award, and (II) a fraction, the numerator of which is intended to assist Executive with costs the number of health coverage, which Executive may days during the performance period that would have elapsed as of the anniversary of the date of grant of such award next following the Executive’s Termination Date (but not beyond the end of the applicable performance period), and the denominator of which is not required tothe number of days in the performance period. Distribution of such award shall be made as soon as practicable following the effective date of the Release but no later than 60 days following the Termination Date. (C) obtain through Notwithstanding the provisions of this Section 1(a)(iii), (I) to the extent that any award agreement governing any of Executive’s equity awards outstanding as of the Termination Date contains provisions more favorable than those set forth in this Section 1(a)(iii), then such provisions shall apply to Executive if Executive’s employment terminates under the applicable circumstances set forth in such award agreement and (II) in the event of any inconsistency between the timing of payment set forth in this Agreement and the timing of payment set forth in any award agreement with respect to an election award granted on or after January 1, 2021, the timing of payment set forth in such award agreement shall govern. For the avoidance of doubt, the vesting provisions of this Section 1(a)(iii) (including the preceding clause (I) of this Section 1(a)(iii)(C)) shall govern the vesting of the phantom shares subject to continue health care coverage under COBRA; andperformance vesting granted to Executive on January 4, 2021, but the timing of payment of such award shall be governed by the timing of payment set forth in Section 4 of the applicable award agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated at any time during the Term by the Company without Cause or by Executive for Good Reason, subject to Section 11(d) of this Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (i) (A) within ten (10) days following such termination, (i) payment of Executive’s accrued and unpaid Base Salary, (ii) payment for any accrued but unused vacation days, (iii) payment of any earned but unpaid Annual Bonus with respect to the year prior to the 3 year of termination and (iv) reimbursement of expenses under Section 7 of this Agreement, in each case of (i) through (iv), accrued through the date of termination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance); (ii) an amount equal to nine the sum of (9A) twelve (12) months of Executive’s Base Salary at the rate as in effect immediately prior to Executive’s date of termination and (B) Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable during the twelve (12) month period commencing on the date of termination, payable termination (the “Severance Period”) in substantially equal installments in accordance with the Company’s normal regular payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, provided, that the first payment pursuant to this Section 11(a)(ii) shall be made on substantially the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination and shall include payment of any amounts that would otherwise be due prior thereto; and (iii) an amount equal to the pro-rata portion of Executive’s Annual Bonus for the year of termination, based on the number of days the Executive is employed during such year, if such bonus would otherwise have been earned and payable had Executive’s employment not been terminated, payable in a lump-sum on such date as the Company generally pays Annual Bonuses to other senior executives of the Company (“Pro-rata Bonus”); and (iv) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to Executive each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time less the amount of Executive’s portion of the premium as if Executive was an active employee under the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by senior executive officers of the Company until the earliest of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9i) twelve (12) months or, if earlier, until after the date of Executive’s termination of employment; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage benefits under COBRA; andor (iii) the date Executive obtains other employment that offers medical benefits, provided, that the first payment pursuant to this Section 11(a)(iv) shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination and shall include payment of any amounts that would otherwise be due prior thereto.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s 's employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, then, subject to Executive's continued compliance with this Agreement and Executive's execution, delivery and non-revocation of a fully effective release of all claims against the Company in substantially the form attached as Appendix A hereto (the "Release") within the 40-day period following the date of the termination of Executive's employment (the "Release Requirement"), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits benefits, in addition to the Accrued Rights (collectively, inclusive of the “Severance Benefits”Accrued Bonus): (ia) an amount equal to nine Executive's then-current Base Salary for a period of twelve (912) months of Executive’s Base Salary at following the rate in effect on the date of termination, payable in substantially equal installments Termination Date in accordance with the Company’s normal 's regular payroll practices over the nine (9) month period following Executive’s termination datepractices, commencing beginning on the first payroll date that occurs on or after following the date the Release Effective Requirement is satisfied, and with the first installment including any amounts that would have been paid had the Release Requirement been satisfied on the Termination Date; (b) subject to Executive timely electing COBRA coverage, the Company shall reimburse Executive for Executive's monthly COBRA premiums for a period beginning on the Termination Date and ending on the earlier of (as defined below)1) the first anniversary of the Termination Date or (2) the date on which Executive becomes eligible for medical coverage provided by a new employer; (c) one hundred percent (100%) of any unvested portion of Executive's Restricted Stock Unit Award, provided that dated January 4, 2022, shall immediately become fully vested; and (d) for purposes of any equity-based incentive award, Executive shall be deemed employed for the initial payment will include a catch-up payment to cover the ninety (90) day period between Executive’s termination date and immediately following the date of such first payment termination of employment and any equity-based incentive award(s) that would have vested during the remaining amounts shall be paid over ninety (90) day period immediately following the remainder date of such nine termination of employment (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect whether subject to continue health care coverage under a service-based vesting condition or due to the Consolidated Omnibus Reconciliation Act achievement of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans performance conditions as of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company date of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9termination) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andimmediately become fully vested.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f(a) below, upon a termination of The Company may terminate Executive’s employment under this Agreement at any time for any reason, provided that any such termination other than for Cause (as defined in Section 6.4 hereof) may only be made upon 30 days prior written notice to Executive. If Executive’s employment under this Agreement is terminated by the Company without Cause (other than as a result of Executive’s death or by Permanent Disability (as defined in Section 6.2 hereof) or if Executive terminates his employment for Good ReasonReason (as defined in Section 6.1(c) hereof), Executive shall receive any payments to which he is entitled under any applicable compensation or employee benefit plan or program in which he participates, including but not limited to those referred to in Section 3.3 hereof. In addition, in the event of any such termination described in the immediately preceding sentence, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):following: (i) an amount equal to nine the sum of (9A) months of one times Executive’s Base Salary at the rate if such termination occurs prior to a Change in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date Control (as defined below)in 6.1(c) hereof) or more than 12 months after a Change in Control or (B) if such termination without cause occurs upon a Change in Control or at any time within 12 months after a Change in Control, provided that the initial payment will include a catch-up payment to cover the period between sum of two times Executive’s termination date Base Salary and one times Executive’s Target Bonus (such amount, the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period“Severance Payment”); (ii) provided Executive a cash lump sum payment in respect of (x) compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the “Compensation Payment”), and his eligible dependents timely and properly elect to continue (y) reasonable expenses incurred under Section 5 but not yet reimbursed (the “Expense Payment”); and (iii) after waiver period for health care coverage in 4.1, continued coverage under the Consolidated Omnibus Reconciliation Act Company’s group medical plan in accordance with the terms thereof for a period ending on the earlier of 1985 (A) the second anniversary of the date of termination under this Section 6.1(a) or (B) the date on which Executive becomes eligible to be covered under comparable benefit plans of a new employer (the “COBRACoverage Period”), continued participation provided that Executive shall be required to contribute an amount toward the cost for such coverage during the Coverage Period that is equal to the cost paid by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans active employees of the Company as in effect from time to time, on substantially for coverage under the same terms and conditions as such benefits are provided to employees Company’s group medical plan during the applicable periodCoverage Period, and reimbursement by for purposes of applying the Company group health plan coverage continuation requirements of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) 4980B of the Internal Revenue Code of 19861986 and Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended (amended, the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu qualifying event” shall be the termination of reimbursing the Executive, ’s employment with the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine Company. (9b) months, which amount The Severance Payment shall be paid by the Company to Executive over the 12 month period following the date of termination in substantially equal installment payments and in accordance with the normal payroll practices of the Company but no less frequently than monthly. The Compensation Payment and the Expense Payment shall be paid by the Company to Executive in a cash lump sum at payment within 30 days after the same time payments under Section 5(e)(idate of termination. (c) commence and is intended to assist Executive with costs For purposes of health coveragethis Agreement, which Executive may “Good Reason” shall mean any of the following (but is not required to) obtain through an election to continue health care coverage under COBRA; andwithout Executive’s express prior written consent):

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate Executive’s 's employment by at any time for any reason or no reason and Executive may terminate Executive's employment with the Company without Cause for Good Reason. If during the Term the Company terminates Executive's employment and the termination is not covered by Section 4.2 or by 4.3, or Executive terminates his employment for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):receive: (ia) an amount equal any Annual Salary and other benefits earned and accrued under this Agreement prior to nine the termination of employment (9and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (b) months of Executive’s Base his Annual Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal 's customary payroll practices over for a period (the nine "Salary Continuation Period") following such termination determined as follows: (9i) month period if such termination occurs within six (6) months following Executive’s termination datethe Date of this Agreement, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts Salary Continuation Period shall be paid over the remainder of such nine three (93) month periodmonths; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under if such termination occurs more than six (6) months following the Consolidated Omnibus Reconciliation Act Date of 1985 this Agreement, but within twelve (“COBRA”)12) months following the Date of this Agreement, continued participation by Executive and Executive’s eligible dependents in the standard group medicalSalary Continuation Period shall be six (6) months; and (iii) if such termination occurs more than twelve (12) months following the Date of this Agreement, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for Salary Continuation Period shall be nine (9) months or, if earlier, until months; (c) acceleration and immediate vesting of all stock options to purchase shares of the date Company's Common Stock granted to Executive is no longer eligible which would have vested and become exercisable pursuant to receive COBRA continuation coveragethe scheduled vesting for such options had Executive continued as an employee of the Company during the applicable Salary Continuation Period determined pursuant to Section 4.4(b) above; and (d) the right to exercise any and all vested stock options to purchase shares of the Company's Common Stock then held by Executive during the applicable Salary Continuation Period determined pursuant to Section 4.4(b) above; provided, however, that in no event shall the exercise period extend later than the expiration term of such option as set forth in the event applicable Notice of Grant. In order to be eligible to receive the benefits specified under Sections 4.4(b)-(d), Executive must execute a general release of claims in a form reasonably acceptable to the Company determines that such provisions would subject and Executive and signed by Executive. Executive shall have no further rights to taxation under Section 105(h) any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Internal Revenue Code of 1986Company. In the event Executive is terminated by the Company pursuant to this Section 4.4, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, Executive shall not have a duty to seek substitute employment and the Company shall pay not have the right to offset any compensation due Executive an amount equal to against any compensation or income received by Executive after the amount Executive would be required to pay for continuation date of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsuch termination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, then, subject to Executive’s continued compliance with this Agreement and Executive’s execution, delivery and non-revocation of a fully effective release of all claims against the Company in substantially the form attached as Appendix A hereto (the “Release”) within the 40-day period following the date of the termination of Executive’s employment (the “Release Requirement”), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectivelybenefits, in addition to the “Severance Benefits”):Accrued Rights: (ia) an amount equal to nine Executive’s then-current Base Salary for a period of twelve (912) months of Executive’s Base Salary at following the rate in effect on the date of termination, payable in substantially equal installments Termination Date in accordance with the Company’s normal regular payroll practices over (the nine (9) month period following Executive’s termination date“Salary Continuation”), commencing beginning on the first payroll date that occurs on or after following the date the Release Effective Requirement is satisfied, and with the first installment including any amounts that would have been paid had the Release Requirement been satisfied on the Termination Date. Notwithstanding the foregoing, (i) if Executive begins to provide services to another person or entity as an employee or independent contractor within 12 months following the Termination Date (as defined belowa “New Engagement”), provided Executive must provide prompt notice to the Company of such New Engagement, and inform the Company of Executive’s new annualized or monthly gross wage rate under the New Engagement; and (ii) any remaining portion of the Salary Continuation payments shall be reduced (to as low as zero) by the amount of gross earnings that the initial payment Company determines, in its sole discretion, that Executive will include a catch-up payment to cover receive from the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid New Engagement over the remainder of such nine (9) month the Salary Continuation period; (iib) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Annual Bonus Executive would be required have received with respect to pay for continuation the year during which the Termination Date occurred, had Executive’s employment not terminated, pro-rated based on the number of group health coverage for days Executive and his eligible dependents through an election under COBRA for nine was employed hereunder during such year (9) months, which amount shall be paid in a lump sum at the “Pro-Rata Bonus”). The Pro-Rata bonus is payable on the same time payments under Section 5(e)(idate that bonuses for the year are paid to other executives of the Company; and (c) commence and is intended subject to assist Executive with costs of health timely electing COBRA coverage, which the Company shall reimburse Executive may for Executive’s monthly COBRA premiums for a period beginning on the Termination Date and ending on the earlier of (but is not required to1) obtain through an election to continue health care coverage under COBRA; andthe first anniversary of the Termination Date or (2) the date of New Engagement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of Executive’s employment by If the Company terminates this Agreement without Cause pursuant to Section 5(b) above, or by Executive terminates this Agreement for Good ReasonReason pursuant to Section 5(c) above during the Employment Period, then Executive shall only be entitled to receive receive, and the Accrued Benefits andCompany shall pay, subject in addition to Executive’s execution and non-revocation of the release described items referenced in Section 6(g6(a) and Executive’s compliance with Executive’s obligations under Section 8above, the following severance payments and benefits (collectively, the “Severance Benefits”):following: (i) an An aggregate amount equal to nine (9) months of Executive’s his Base Salary at the rate in effect on his last day of employment (the date of termination, payable “Severance Payment”). The Severance Payment shall be paid in substantially twelve (12) equal monthly installments in accordance with the Company’s normal payroll practices over the nine (9) month period following commencing after Executive’s termination dateof employment, commencing on the first subject to all legally required payroll date that occurs on or after the Release Effective Date deductions and withholdings. The twelve (as defined below), provided that the initial payment will include a catch-up payment to cover the 12)-month period between Executive’s termination date and the date of such first payment and the remaining amounts during which Severance Payments shall be paid over tendered is the remainder of such nine (9) month period;“Severance Payment Period.” (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and To help defray Executive’s eligible dependents in the standard group medicalcosts of procuring health, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation or drug insurance coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an additional monthly amount equal of Five Hundred Dollars ($500.00) (the “Additional Amount”) with each Severance Payment installment during the Severance Payment Period to be paid to the Executive under Section 6(c). (iii) A pro-rata share of any Annual Bonus which Executive otherwise would have been entitled under Section 4(b)(i) above for the fiscal year in which his employment terminates without Cause or for Good Reason, with such discretionary amount determined by the Board in good faith and prorated based on the number of days Executive would be required to pay for continuation is employed in the fiscal year of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount termination. Such pro-rated bonus shall be paid to Executive within thirty (30) days following the date the financial results of such fiscal year are accepted by the Board and in no event shall any discretionary amount be determined in a lump sum at manner different than such amounts are determined for still-employed senior executives of the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andCompany.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate Executive’s 's employment by at any time for any reason or no reason and Executive may terminate Executive's employment with the Company without Cause for Good Reason. If during the Term the Company terminates Executive's employment and the termination is not covered by Section 4.2 or by 4.3, or Executive terminates his employment for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):receive: (ia) an amount equal any Annual Salary and other benefits earned and accrued under this Agreement prior to nine the termination of employment (9and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (b) months of Executive’s Base his Annual Salary at the rate in effect on the date of termination, and Automobile Allowance payable in substantially equal installments in accordance with the Company’s normal 's customary payroll practices over the nine for eighteen (918) month period months following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodtermination; (iic) reimbursement for COBRA payments equal to Executive's regular monthly contributions toward Executive's health insurance benefits for the eighteen (18) months following such termination date if Executive elects COBRA benefits; (d) if, and only if, Executive's employment with the Company terminates after the first anniversary of the Date of this Agreement, continuation of the contributions to a supplemental retirement plan as provided by Section 2.3 hereof which would have been required had Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans as an employee of the Company for a period of eighteen (18) months following such termination pro rated for any partial year; (e) acceleration and immediate vesting of all stock options to purchase shares of the Company's Common Stock granted to Executive which would have vested and become exercisable pursuant to the scheduled vesting for such options had Executive continued as in effect from time to time, on substantially an employee of the same terms and conditions as such benefits are provided to employees during the applicable periodCompany for eighteen (18) months, and reimbursement by following such termination; and (f) the Company right to exercise any and all vested stock options to purchase shares of the monthly COBRA premium paid Company's Common Stock then held by Executive for him and his eligible dependents for nine a period of twelve (912) months following such termination or, if earliersuch termination occurs within twenty-four (24) months following a Corporate Transaction or Change in Control, until the date Executive is then for a period of eighteen (18) months following such termination (after which they shall expire and no longer eligible to receive COBRA continuation coveragebe exercisable); provided, however, that in no event shall the exercise period extend later than the expiration term of such option as set forth in the event applicable Notice of Grant. In order to be eligible to receive the benefits specified under Sections 4.4(b)-(f), Executive must execute a general release of claims in a form reasonably acceptable to the Company determines that such provisions would subject and Executive and signed by Executive. Executive shall have no further rights to taxation under Section 105(h) any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Internal Revenue Code of 1986Company. In the event Executive is terminated by the Company pursuant to this Section 4.4, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, Executive shall not have a duty to seek substitute employment and the Company shall pay not have the right to offset any compensation due Executive an amount equal to against any compensation or income received by Executive after the amount Executive would be required to pay for continuation date of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsuch termination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f(a) below, upon a termination of The Company may terminate Executive’s 's employment at any time for any reason. If Executive's employment is terminated by the Company without Cause (as defined in Section 6.4 hereof) (other than as a result of Executive's death or by Permanent Disability (as defined in Section 6.2 hereof)) or if Executive terminates his employment for Good ReasonReason (as defined in Section 6.1(c) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.4 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, in connection with such termination Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): following: (i) an amount equal to nine (9A) months of one times Executive’s 's Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s if such termination date, commencing on occurs prior to the first payroll date that anniversary of the Commencement Date or (B) two times Executive's Base Salary if such termination occurs on or after the Release Effective Date (first anniversary of the Commencement Date, in either case at the annual rate as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and of the date of such first termination under this Section 6.1(a), payable over the twelve month period following the Termination Date in substantially equal installment payments and in accordance with the normal payroll practices of the Company; (ii) a cash lump sum payment in respect of (x) accrued but unused vacation days (the "Vacation Payment"), (y) compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the "Compensation Payment") and (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with the respective terms thereof for a period ending on the earlier of (A) the second anniversary of the date of termination under this Section 6.1(a) or (B) the date on which Executive becomes covered under comparable benefit plans of a new employer. (b) The Vacation Payment, the Compensation Payment, and the remaining amounts Expense Payment shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company to Executive within 30 days after the termination of Executive's employment by check payable to the order of Executive or by wire transfer to an account specified by Executive. (c) For purposes of this Agreement, "Good Reason" shall mean any of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine following (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing without Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and's express prior written consent):

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in In addition to payment of the Accrued Compensation due to Executive pursuant to Section 6(f) below5.1 hereof, upon a termination of if the Company terminates Executive’s employment by the Company hereunder without Cause during the Term (other than due to Executive’s death or by disability) or if Executive terminates his employment hereunder for Good Reason, Executive shall be entitled to receive then the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, Company will provide the following severance payments payments, benefits and entitlements to Executive (provided, however, that the Company will not have any obligation to pay any amounts under Subsections (a) and (b) of this Section 5.2 or to provide the benefits and entitlements described in Subsections (collectively, c) and (d) of this Section 5.2 until after Executive has executed Exhibit C hereto within sixty (60) days of his termination date and until after the “Severance Benefits”expiration of any revocation periods required by applicable law): (ia) an amount The Company will make a lump-sum payment equal to nine a pro rata share (9based upon the number of days in the year of termination through his termination date relative to 365) months of Executive’s annual target Bonus Compensation at the rate in effect on the termination date, less any required taxes and withholdings, payable within sixty (60) calendar days of the termination date; (b) The Company will continue paying Executive his annual Base Salary at the rate in effect on the date termination date, less any required taxes and withholdings, for a period of termination, payable twenty four (24) months after the termination date; (c) The Company will continue Executive’s participation in substantially equal installments in accordance with the Company’s normal payroll practices over health benefits at the nine same level as in effect on the termination date for a period of eighteen (918) month period months after the termination date or until Executive is eligible (following the expiration of any applicable waiting periods) for equivalent health benefits from another employer, whichever is sooner. If the Company’s health benefit plans or programs do not allow for Executive’s continued participation in such plans or programs after termination dateof employment, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment Company agrees to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided reimburse Executive and his eligible dependents timely and properly elect to continue health care for continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans ) for a period of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine eighteen (918) months or, if earlier, until after the date Executive is no longer eligible to receive COBRA continuation coveragetermination date; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) reimbursement will be conditioned upon Executive’s timely election of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care continued coverage under COBRA; and (d) Executive will be entitled to twelve (12) months acceleration of the vesting of any then-unvested stock options, stock appreciation rights and restricted stock granted to Executive pursuant to this Agreement, and/or the Original Agreement or pursuant to any other written agreement between Executive and the Company, such that all of Executive’s stock options, stock appreciation rights and restricted stock will be vested on Executive’s termination date as if Executive’s termination date were twelve (12) months later. All of Executive’s stock options, stock appreciation rights and restricted stock which remain unvested after giving effect to the acceleration provided for in the preceding sentence, will be forfeited as of the termination date. Executive will have two (2) years after termination of employment with the Company to exercise all of Executive’s vested stock appreciation rights granted hereunder. Pursuant to Executive’s equity award agreements, Executive will have 90 days after termination of employment with the Company to exercise all of Executive’s vested stock appreciation rights not granted hereunder and 180 days after termination of employment with the Company to exercise all of Executive’s vested stock options. In no event shall Executive be able to exercise any equity awards later than the specified expiration dates of such awards.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event that Executive’s 's employment is terminated by the Company without Cause pursuant to Section 5(f) hereof or by Executive for Good ReasonReason pursuant to Section 5(d) hereof, the Company shall pay to Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above: (i) Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):be paid: (iA) an amount equal to nine (9) months of Executive’s his Base Salary at the rate in effect immediately prior to the effective date of termination on the Company's regular pay days for a period of two (2) years from the effective date of termination as if his employment had continued until the end of such two (2)-year period; and (B) an aggregate amount equal to two (2) times the Bonus Average, which shall be paid in equal installments on the Company's regular pay days over the course of twenty-four (24) months from the effective date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;. (ii) provided Executive and his eligible dependents timely and properly elect shall be entitled to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group to receive medical, dental and vision plans insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company as in effect immediately prior to the effective date of termination for a period of three (3) years from time to timethe effective date of termination, on substantially the same terms and conditions as such or until Executive becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided to employees during the applicable period, and reimbursement by the Company Company), whichever occurs first. In the event that participation in any such plan, program or arrangement of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive Company is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executiveprohibited, the Company shall pay will arrange to Executive an amount equal provide benefits substantially similar to the amount those benefits which Executive would have been entitled to receive under such plan, program or arrangement for such period. (iii) All of Executive's then outstanding options to purchase shares of the Company's common stock shall be required to pay vested and exercisable in accordance with the terms of the Governing Stock Option Plan, as then in effect; PROVIDED, HOWEVER, that if the Company terminates Executive's employment without Cause or Executive terminates his employment with the Company for continuation Good Reason within the one-year period preceding, or within the two-year period following, a "Change of group health coverage for Control", Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid the compensation and benefits provided for in a lump sum at Section 7 hereof rather than the same time payments under compensation and benefits provided for in this Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and6(f).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(fIf (x) below, upon a termination of Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or by (y) Executive for terminates employment with Good Reason, then Executive will receive the amounts set forth in Section 6(a)(i) and, on the condition that Executive signs a separation agreement containing a plenary release of claims in substantially the form attached as Exhibit B hereto within 50 days after the Date of Termination and such plenary release becomes final, binding and irrevocable, Executive shall also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of following from the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):Company: (i) During the first year following the execution of this Agreement an amount equal to nine (9) to: three months of Executive’s annualized Base Salary at the rate then in effect on (determined without regard to any reduction in such Base Salary constituting Good Reason from the Date of Termination to the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or is three months after the Release Effective Date of Termination (as defined belowthe “Severance Period”)) provided, provided however, that each installment payable before the initial payment will include a catch-up payment plenary release becomes final, binding and irrevocable shall not be paid to cover Executive until such plenary release becomes final, binding and irrevocable (at which time all such amounts that would have been paid but for the period between Executive’s termination date and the date of such first payment and the remaining amounts delay described in this clause (i) shall be paid over the remainder of such nine (9) month period;paid. (ii) provided During the second year following the execution of this Agreement. An amount equal to: six months of Executive’s annualized Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason from the Date of Termination to the date that is six months after the Date of Termination (the “Severance Period”)) provided, however, that each installment payable before the plenary release becomes final, binding and irrevocable shall not be paid to Executive until such plenary release becomes final, binding and his eligible dependents timely and properly elect irrevocable (at which time all such amounts that would have been paid but for the delay described in this clause (i) shall be paid. (iii) During the Severance Period, if Executive elects to continue health care coverage under the Consolidated Company medical benefits through theC onsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company shall continue to pay the Company’s costs of such benefits as in effect from time Executive elects to time, continue under the same plans and on substantially the same terms and conditions as such benefits are provided to employees active employees. If for any reason COBRA coverage is unavailable at any time during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing ExecutiveSeverance Period, the Company shall pay to reimburse Executive no less frequently than quarterly in advance an amount equal which, after taxes, is sufficient for Executive to the amount Executive would be required to pay for continuation of group health purchase medical and dental coverage for Executive and his eligible Executive’s dependents that is substantially equivalent to the medical and dental coverage that Executive and Executive’s dependents were receiving immediately prior to the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under the Company’s plans. The Company’s obligation under this Section 6(b)(ii) shall terminate or be reduced to the extent that Executive enrolls in substantially similar coverage (determined on a benefit-by-benefit basis) provided by a subsequent employer. (iv) The Company shall pay Executive the full amount of Executive’s target bonuses for the fiscal year in which such termination occurs prorated based upon goals achieved through an election Date of Termination. (v) Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or Executive’s Confidentiality Agreement during the Severance Period (or the period applicable to such obligation, if shorter or longer), and such breach is not cured in the reasonable determination of the Company within five business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under COBRA for nine (9this Section 6(b) months, which amount shall cease as of the date of the breach and Executive shall be paid in a lump sum at the same time entitled to no further payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andhereunder.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided In addition to the payments and benefits set forth in Section 6(fSECTION 11(a) belowabove, upon a termination of if the Company terminates Executive’s employment by the Company without Cause or by Executive resigns for Good Reason, then subject to SECTIONS 11(c) and 22 and Executive’s continued compliance with SECTION 13, Executive shall will also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):benefits: (i) an amount equal to nine (9) months 1.5 times the sum of Executive’s Base Salary at and Target Bonus (provided that such amount shall be increased to 2 times the rate sum of Executive’s Salary plus Target bonus if such termination occurs during the 18-month period after a Change in effect on the date of termination, payable Control (as defined in substantially equal installments in accordance with the Company’s normal payroll practices over 2009 Omnibus Incentive Plan)), to be paid in cash lump sum within 15 days of the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date ) becomes effective and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodirrevocable; (ii) provided Executive and his eligible dependents timely and properly elect any earned but unpaid annual incentive bonus, if any, with respect to continue health care coverage under the Consolidated Omnibus Reconciliation Act completed year prior to the year of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans termination of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) monthsemployment, which amount (if any) shall be paid in a lump sum when such annual incentive bonus is paid to other executives of the Company; (iii) a pro-rated annual incentive bonus for the year of termination based on actual performance (but (x) with no exercise of negative discretion and (y) for 2014, subject to the minimum amount in SECTION 5) multiplied by a fraction, the numerator of which is the number of days from the beginning of the performance year through the date of termination, and the denominator of which is 365, which amount (if any) shall be paid in a lump sum when such annual incentive bonus is paid to other executives of the Company; (iv) full and immediate vesting of the Sign-On Award upon the date the Release becomes effective and irrevocable; and (v) continuing group health and group life insurance coverage for Executive and, where applicable, Executive’s eligible dependents, at the same benefit levels in effect from time payments to time with respect to active senior executives of the Company for 18 months after such termination; provided that the cost of such coverage shall be split between the Company and Executive in the same ratio as the cost-sharing in effect under Section 5(e)(ithe Company’s policies and procedures for the Company’s executives at that time; provided further that the foregoing obligation to pay such costs shall cease to the extent the Company is exposed to tax penalties. Executive agrees that if he breaches the restrictive covenants set forth in SECTION 13, the Company may cease paying Executive amounts otherwise payable under this SECTION 11(b) commence and is intended will retain its rights to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election enforce the restrictive covenants and to continue health care coverage under COBRA; andseek any other remedies available at law.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(fIf (x) below, upon a termination of Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or by (y) Executive for terminates employment with Good Reason, then Executive will receive the amounts set forth in Section 6(a)(i) and, on the condition that Executive signs a separation agreement containing a plenary release of claims in substantially the form attached as Exhibit C hereto within 50 days after the Date of Termination and such plenary release becomes final, binding and irrevocable, Executive shall also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of following from the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):Company: (i) During the first year following the execution of this Agreement an amount equal to nine (9) to: three months of Executive’s annualized Base Salary at the rate then in effect on (determined without regard to any reduction in such Base Salary constituting Good Reason from the Date of Termination to the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or is three months after the Release Effective Date of Termination (as defined belowthe “Severance Period”)) provided, provided however, that each installment payable before the initial payment will include a catch-up payment plenary release becomes final, binding and irrevocable shall not be paid to cover Executive until such plenary release becomes final, binding and irrevocable (at which time all such amounts that would have been paid but for the period between Executive’s termination date and the date of such first payment and the remaining amounts delay described in this clause (i) shall be paid over the remainder of such nine (9) month period;paid. (ii) provided During the second year following the execution of this Agreement. An amount equal to: six months of Executive’s annualized Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason from the Date of Termination to the date that is six months after the Date of Termination (the “Severance Period”)) provided, however, that each installment payable before the plenary release becomes final, binding and irrevocable shall not be paid to Executive until such plenary release becomes final, binding and his eligible dependents timely and properly elect irrevocable (at which time all such amounts that would have been paid but for the delay described in this clause (i) shall be paid. (iii) During the Severance Period, if Executive elects to continue health care coverage under Company medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company shall continue to pay the Company’s costs of such benefits as in effect from time Executive elects to time, continue under the same plans and on substantially the same terms and conditions as such benefits are provided to employees active employees. If for any reason COBRA coverage is unavailable at any time during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing ExecutiveSeverance Period, the Company shall pay to reimburse Executive no less frequently than quarterly in advance an amount equal which, after taxes, is sufficient for Executive to the amount Executive would be required to pay for continuation of group health purchase medical and dental coverage for Executive and his eligible Executive’s dependents that is substantially equivalent to the medical and dental coverage that Executive and Executive’s dependents were receiving immediately prior to the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under the Company’s plans. The Company’s obligation under this Section 6(b)(ii) shall terminate or be reduced to the extent that Executive enrolls in substantially similar coverage (determined on a benefit-by-benefit basis) provided by a subsequent employer. (iv) The Company shall pay Executive the full amount of Executive’s target bonuses for the fiscal year in which such termination occurs prorated based upon goals achieved through an election Date of Termination. (v) Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or Executive’s Confidentiality Agreement during the Severance Period (or the period applicable to such obligation, if shorter or longer), and such breach is not cured in the reasonable determination of the Company within five business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under COBRA for nine (9this Section 6(b) months, which amount shall cease as of the date of the breach and Executive shall be paid in a lump sum at the same time entitled to no further payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andhereunder.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 5(f) hereof or by Executive for Good ReasonReason pursuant to Section 5(d) hereof, the Company shall pay to Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above: (i) Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):be paid: (iA) an amount equal to nine (9) months of Executive’s his Base Salary at the rate in effect immediately prior to the effective date of termination on the Company’s regular pay days for a period of three (3) years from the effective date of termination as if his employment had continued until the end of such three (3) year period; and (B) an aggregate amount equal to three (3) times the Bonus Average, which shall be paid in equal installments on the Company’s regular pay days over the course of thirty-six (36) months from the effective date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;. (ii) provided Executive and his eligible dependents timely and properly elect shall be entitled to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group to receive medical, dental and vision plans insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company as immediately prior to the effective date of termination for a period of three (3) years from the effective date of termination, or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in effect from time to timeany such plan, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by program or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program or arrangement for such period. (iii) All of Executive’s then outstanding options to purchase shares of the monthly COBRA premium paid by Executive for him Company’s common stock shall be vested and his eligible dependents for nine (9) months orexercisable in accordance with the terms of the Governing Stock Option Plan, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverageas then in effect; provided, however, that if the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason within the one-year period preceding, or within the two-year period following, a “Change of Control” or in the event that Executive terminates his employment without Good Reason within the Company determines that such provisions would subject six-month period following a “Change of Control”, Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid the compensation and benefits provided for in a lump sum at Section 7 hereof rather than the same time payments under compensation and benefits provided for in this Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and6(f).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s 's employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, then, subject to Executive's continued compliance with this Agreement and Executive's execution, delivery and non-revocation of a fully effective release of all claims against the Company in substantially the form attached as Appendix A hereto (the "Release") within the 40-day period following the date of the termination of Executive's employment (the "Release Requirement"), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments benefits, in addition to the Accrued Rights and benefits (collectively, the “Severance Benefits”):Accrued Bonus: (a) Executive's then-current Base Salary for a period of twelve (12) months following the Termination Date in accordance with the Company's regular payroll practices, beginning on the first payroll date following the date the Release Requirement is satisfied, and with the first installment including any amounts that would have been paid had the Release Requirement been satisfied on the Termination Date. Notwithstanding the foregoing, (i) if Executive begins to provide services to another person or entity as an employee or independent contractor within twelve (12) months following the Termination Date (a “New Engagement”), Executive must provide prompt notice to the Company of such New Engagement, and inform the Company of Executive’s new annualized or monthly gross wage rate under the New Engagement; and (ii) any remaining portion of the Salary Continuation payments shall be reduced (to as low as zero) by the amount of gross earnings that the Company determines, in its sole discretion, that Executive will receive from the New Engagement over the remainder of the Salary Continuation period; (b) an amount equal to nine (9) months of the Annual Bonus Executive would have received with respect to the year during which the Termination Date occurred, had Executive’s Base Salary at the rate in effect employment not terminated, pro-rated based on the number of days Executive was employed hereunder during such year (the “Pro-Rata Bonus”). The Pro-Rata bonus and the Accrued Bonus are payable on the same date that bonuses for the year are paid to other executives of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (iic) provided subject to Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly electing COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to reimburse Executive an amount equal to for Executive's monthly COBRA premiums for a period beginning on the amount Termination Date and ending on the earlier of (1) the first anniversary of the Termination Date or (2) the date of New Engagement; (d) if not previously granted, the Year Two RSU Award and Year Two PSU Award shall immediately be granted; (e) one hundred percent (100%) of any then unvested RSUs, shall immediately become fully vested, including, for avoidance of doubt, the Year Two RSU Award ; and (f) for purposes of vesting of any unvested PSUs , including, for avoidance of doubt, the Year Two Year Two PSU Award, Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at deemed to have met the same time payments under Section 5(e)(iService Achievement, and any unvested PSUs shall remain outstanding and eligible to meet the Performance Achievement for ninety (90) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; anddays following termination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment appointment as an officer of the Company hereunder is terminated by the Company without Cause Cause, or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):then: (iA) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to (1) two hundred percent (200%) of Executive’s Base Salary; plus (2) two hundred percent (200%) of the largest Annual Bonus (including the amount of any Additional Bonus, if applicable) paid to (or due to be paid to) Executive would for the year in which the Termination Date occurred or any year in the three (3)-calendar year period immediately preceding the Termination Date, which shall be required to paid in a single lump sum within fourteen (14) calendar days of the Termination Date; (B) if Executive timely elects continuation coverage under COBRA, then the Company shall pay for continuation of group health coverage the COBRA premiums for Executive and his eligible dependents through an election under directly to the applicable insurer(s) during the COBRA for nine continuation period; (9C) monthsCompany shall pay to Executive, which amount shall be paid in a single lump sum at within fourteen (14) calendar days of the same time payments under Section 5(e)(iTermination Date, an amount equal to all outstanding amounts owed to Executive for services performed by Executive for or on behalf of the Partnership Parties, including, without limitation, (1) commence the amount of Executive’s accrued but unpaid then current Base Salary through the Termination Date, and is intended (2) to assist Executive with costs the extent not yet paid to Executive, (a) the amount of health coverage, Executive’s Annual Bonus for the last full year during which Executive may performed services for the Partnership Parties (but is not required toincluding the amount of any Additional Bonus, if applicable), and (b) obtain through an election to continue health care coverage under COBRAthe amount of Executive’s Annual Bonus for the current year, based on Executive’s Annual Bonus for such last full year (including the amount of any Additional Bonus, if applicable) and pro-rated based on Executive’s Termination Date; and (D) any units which may have been awarded to Executive under the Plan or any other long-term incentive programs available generally to the Company’s executive officers in the future, in each case, shall vest in full as of the Termination Date and convert into Common Units as set forth in the applicable award agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in each case during the Employment Term, Executive shall be entitled to receive the benefits provided in this Section 8(d): i. the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodCompensation; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under . the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid Pro Rata Bonus payable in a lump sum at the same time payments such bonus or incentive awards are payable to other participants; iii. accelerated vesting, non-forfeitability and exercisability, as of the termination date, of the portion of the Initial RSUs and the Initial Stock Options that would have vested had Executive remained employed by the Company for an additional two years following Executive’s termination date; iv. subject to Executive’s compliance with Section 14(g) hereof, a payment equal to two (2) times the sum of Executive’s Base Salary and Target Bonus as in effect immediately prior to Executive’s termination of employment. Such payment shall be made on the 60th day following the date of Executive’s termination of employment; and v. subject to Executive’s compliance with Section 14(g) hereof, the Company shall provide Executive and Executive’s dependents with continued coverage under any health, medical, vision, dental and life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which such two year period shall run concurrently with the COBRA period and which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible (provided, however, the parties agree to cooperate such that the continued coverage is, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 5(e)(i) commence and is intended to assist Executive with costs 4980D of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andthe Code).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate Executive’s employment by the Company without Cause during the Agreement Period, or by Executive may terminate his employment for Good ReasonReason during the Agreement Period. In either such event, Executive shall be entitled to the following compensation: 6.3.1. Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation Base Salary earned but unpaid as of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months date of Executive’s Base Salary at the rate in effect on the date of termination, payable and any other payments and/or benefits which Executive is entitled to receive under any of the Benefit Plans. These payments will be made in substantially equal installments compliance with Minnesota law or in accordance with any event within fourteen (14) days after termination. 6.3.2. Upon execution of a general release of claims against the Company’s normal payroll practices over Company in a form acceptable to the nine Company and after the expiration of any applicable rescission or revocation period, all before the end of the sixty (960) month day period following Executive’s termination dateof employment, commencing on he will receive: (i) Base Salary in effect at the first payroll date that occurs on or after time of the Release Effective Date termination for the longer of (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over a) the remainder of the Initial Period, Extended Period or Additional Extended Period, as applicable, following the termination of Executive’s employment with the Company or (b) a period of eighteen (18) months (the “Without Cause Continuation Period”), in the manner and at such nine (9) month period; times as the Base Salary otherwise would have been payable to Executive; (ii) provided a prorated bonus earned by Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”)Incentive Bonus Plan, continued participation by Executive calculated and due only through the Executive’s eligible dependents in last day worked with the standard group medicalCompany, dental and vision plans payable at the same time as annual bonuses are paid to the Company’s other executive officers after the end of the Company as year in effect from time to timewhich the bonus was earned, on substantially but no later than 180 days following the same terms end of that year; and conditions as such benefits are provided to employees during the applicable period, and reimbursement by (iii) the Company of shall reimburse the Executive for the monthly COBRA premium paid by the Executive for him the Executive and his eligible the Executive’s dependents as of the date of termination of employment for nine the lesser of: (9A) months oreighteen (18) months; or (B) the period from the date of termination until Executive obtains comparable replacement coverage. Notwithstanding the foregoing, certain payments under this paragraph (b) may be delayed pursuant to Section 7.2. 6.3.3. Notwithstanding anything stated in any other agreement between the Company and Executive that may be construed to the contrary, if earlierCompany terminates Executive’s employment without Cause, until the date or Executive is no longer eligible to receive COBRA continuation coverage; providedterminates his employment for Good Reason, however, in the event then the Company determines that such provisions would subject Executive will cause any unvested portion of Executive’s stock options to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, vest immediately in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal full to the amount Executive would extent not already vested, and any such stock options will be required to pay exercisable for continuation the full remaining portion of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andtheir term.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in each case during the Employment Term, Executive shall be entitled to receive the benefits provided in this Section 8(d): i. the Accrued Benefits Compensation; ii. the Pro Rata Bonus; iii. accelerated vesting, non-forfeitability and exercisability, as of the termination date, of the Initial RSUs and the Initial PSUs (solely to the extent provided for in Section 3(c) of this Agreement); and, iv. subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 814(g) hereof, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount a payment equal to nine two (92) months times the sum of Executive’s Base Salary at the rate and Target Bonus as in effect immediately prior to Executive’s termination of employment. Such payment shall be made on the 60th day following the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment of employment; and v. subject to cover the period between Executive’s termination date and compliance with Section 14(g) hereof, the date of such first payment and the remaining amounts Company shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by provide Executive and Executive’s eligible dependents in the standard group with continued coverage under any health, medical, vision, dental and vision plans or life insurance program or policy in which Executive was eligible to participate as of the Company as time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect from time immediately prior to timesuch termination, on substantially the same terms and conditions as such benefits are which coverage shall become secondary to any coverage provided to employees during the applicable period, Executive by a subsequent employer and reimbursement by the Company of the monthly COBRA premium paid by to any Medicare coverage for which Executive for him and his becomes eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event such continued coverage, by reason of change in the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986applicable law, as amended (the “Code”), or otherwise violate any healthcare law or regulation, thenmay, in lieu of reimbursing Executivethe Company’s reasonable view, result in tax or other penalties on the Company Company, this provision shall pay terminate and the parties shall, in good faith, negotiate for a substitute provision that provides substantially similar benefits to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for but does not result in such tax or other penalties). After such two-year period, Executive and his eligible Executive’s dependents through an election under COBRA for nine (9) months, which amount who are qualified beneficiaries shall be paid in a lump sum entitled, at the same time payments under Section 5(e)(iExecutive’s election and cost, to eighteen (18) commence and is intended to assist Executive with costs months of health coverage, which Executive may (but is not required to) obtain through an election to continue health care continuation coverage under COBRA; andat COBRA rates.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If the Executive’s 's employment with the Company shall be terminated by the Company without Cause or by the Executive for Good ReasonReason (as defined in Section 5(c) without regard to whether a Change of Control has occurred) at any time prior to the Effective Date, then the Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution each and non-revocation all of the release described following: i. the Company shall pay the Executive within 30 days after the Date of Termination (A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (B) any accrued and unpaid Annual Bonus amounts, compensation or vacation pay, in Section 6(geach case, to the extent not yet paid by the Company ii. the Company shall pay the Executive within 30 days after the Date of Termination the product of (I) the greater of (a) the average bonus paid or that has been earned and accrued, but unpaid to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Date of Termination occurs, and (b) the Annual Bonus paid for the fiscal year immediately preceding the Date of Termination (both (a) and Executive’s compliance (b) annualized for any fiscal year consisting of less than twelve full months or with Executive’s obligations under Section 8respect to which the Executive has been employed by the Company for less than twelve full months) and (II) a fraction, the following severance payments numerator of which is the number of days in the current fiscal year through the Date of Termination, and benefits (collectively, the “Severance Benefits”):denominator of which is 365, (i) an amount equal iii. the Company shall continue to nine (9) months of Executive’s pay the Executive his Base Salary at divided by the rate in effect on number of payroll periods during the date one year severance period for the period of termination, payable in substantially equal installments one (1) year from the Date of Termination in accordance with its normal payroll practices and subject to applicable tax withholding; and iv. To the extent the Executive participated in the Company’s normal payroll practices over group medical/dental insurance immediately prior to the nine (9) month period following Executive’s termination dateDate of Termination, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided if Executive and his eligible dependents timely and properly elect elects to continue health care coverage receiving group medical and/or dental insurance under the Consolidated Omnibus Reconciliation Act of 1985 (“continuation coverage rules known as COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay Company share of the premium for continuation of group health such coverage that it pays for Executive active and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at similarly-situated employees who receive the same time payments under type of coverage (single, family, or other) until the end of the period for which the Company is paying Executive his current base salary pursuant to Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and6(e)(iii).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) belowIf, upon a termination of during the Term, Executive’s employment is terminated by the Company without Cause Cause, or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):then: (i) the Company shall pay Executive the Accrued Amounts in a lump sum cash payment within thirty (30) days after the date of termination (with the exact payment date to be determined by the Company); (ii) subject to Section 11(f)(ii)(B), the Company shall pay severance (the “Severance Payment”) to Executive in an amount equal to nine the product obtained by multiplying (9A) months 1.5 times (B) the average (mean) of the combined base salary and cash bonus received by Executive during each of the two (2) completed fiscal years preceding the date of Executive’s Base Salary at termination (or, if Executive has been employed by the rate in effect on Company for less than two full fiscal years as of the date of termination, payable in substantially then an amount equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following to 1.5 times Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (base salary in effect as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and of the date of such first payment and the remaining amounts shall termination), to be paid in monthly installments over the remainder duration of such nine the Restricted Period (9) month perioddefined in Section 11(a)); (iiiii) provided if Executive and his elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents timely and properly elect to continue health care coverage would be entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation then, for a period of eighteen (18) months or such longer time as may be required by Executive and COBRA following Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended termination (the “CodeCOBRA Reimbursement Period”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive monthly payments in an amount equal to the amount cost of such COBRA premiums (the “COBRA Payments”); provided, however, that, (A) if Executive would be required becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Company’s obligation to pay for continuation any portion of group the cost of health coverage as described herein shall cease, except as otherwise provided by law, and (B) the COBRA Reimbursement Period shall only run for the period during which Executive and his is eligible dependents through an election to elect health coverage under COBRA for nine and timely elects such coverage; (9iv) monthsif Executive elects to seek outplacement services following termination of employment, the Company will assist Executive in locating such services and reimburse the reasonable expenses associated with such services in an aggregate amount not to exceed $10,000, and only until the earlier of (A) the first anniversary of the effective date of the termination of Executive’s employment or (B) the date on which amount Executive begins employment with another employer (the “Outplacement Payments”); and (v) all Equity Awards outstanding shall be paid treated in a lump sum at accordance with the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs stock option, stock purchase or equity-based incentive compensation plans or arrangements in place on the date of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andtermination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If this Agreement and Executive’s 's employment hereunder is terminated by the Company without Cause or by Executive for Good ReasonReason (as defined below) prior to the expiration of the Term (which, for the avoidance of doubt, shall include any extension of the Term that has been agreed to by the parties in accordance with Section 2 hereof), (it being understood by the parties that termination by death or Disability shall not constitute a termination without Cause), then Executive shall be entitled to the following payments and benefits (in addition to the Accrued Obligations) upon the execution and effectiveness of the Release attached hereto and made a part hereof (the “Release”), and conditioned further upon Executive's continued compliance with his post-termination obligations hereunder (Sections 10 through 13) and under any other applicable Company policy. For all purposes under this Section 8, any payments due to Executive solely as a result of a termination of his employment that is not a “separation from service” shall be postponed until the occurrence of a “separation from service” (or such earlier permitted event) to the extent necessary to satisfy Section 409A of the Code. a. Commencing on the effectiveness of the Release, provided that such execution and effectiveness shall occur on or prior to 60 days after Executive's termination of employment, and subject to Section 14(q) below, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (iA) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll payment date that occurs following the effectiveness of the Release, payment, in monthly installments ratably over the period beginning on or the date of Executive's employment termination and ending on the last day of the Term (i.e., with respect to any termination prior to the third anniversary of the Start Date, as if Executive had remained employed through the last day of the Term and, with respect to any termination occurring after the Release Effective Date (third anniversary of the Start Date, as defined below)if Executive had remained employed through to the last day of the one year extension of the Term, provided that the initial payment will include parties have agreed to such extension in accordance with Section 2 hereof (whichever such time period as is applicable being the “Severance Period”), to be in a catch-up payment monthly amount (prior to cover deduction of applicable withholding taxes) equal to the period between quotient obtained by dividing the (I) sum of (A) Executive’s termination date and 's Base Salary in effect as of the date of such first payment termination (for the avoidance of doubt, including any deferred amounts of Base Salary), and (B) Executive's Target Bonus amount for the remaining amounts shall be paid over the remainder Company's fiscal year in which his termination of such nine employment occurs, by (9II) month periodtwelve (12); (iiB) provided Executive continued medical and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by life insurance benefits for Executive and Executive’s 's eligible dependents in accordance with the standard group medical, dental and vision plans terms of the applicable Company plans, in which he participated immediately prior to such termination, as in effect from time to time, on substantially time until the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company earlier of the monthly COBRA premium paid by Executive for him expiration of the Severance Period and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer or becomes eligible to receive COBRA continuation coveragefor comparable coverage under the medical and life insurance plans of another employer (the “Continued Coverage Period”); provided, howeverto the extent such medical coverage is not permissible by law or such coverage would cause the Company to incur any excise tax, reimburse Executive on the first business day of every month during the first eighteen months of the Continued Coverage Period for the COBRA health care continuation premiums incurred by Executive, and reimburse Executive thereafter for the remainder of the Continued Coverage Period for the premium costs incurred by Executive for comparable coverage reasonably acceptable to the Company; (C) a prorated Annual Bonus for the fiscal year of termination based on actual Company results for such fiscal year (and without any exercise of negative discretion) and paid when it would have otherwise have been paid if Executive had continued to be employed (provided that Executive shall be paid the 2011 Guaranteed Bonus if such amount is unpaid at the time of termination); (D) payment of the Cash Inducement Bonus to the extent unpaid, and continued vesting during the Severance Period of the Inducement RSUs, Inducement Options, 2011 PSUs and 2011 Options, so as to be fully vested and nonforfeitable as of the end of the Severance Period, so long as Executive complies with his post termination obligations under this Agreement or otherwise (and in the event case of the Company determines 2011 PSUs with the payout based on actual performance as of the end of the performance period), except that such provisions would subject Executive to taxation under Section 105(hthe Inducement RSUs and 2011 PSUs shall be settled on the dates originally provided for in the applicable award agreements; (E) continued vesting on a daily pro-rated basis during the Severance Period (with, for the avoidance of doubt, no further vesting occurring after the end of the Severance Period) of the Internal Revenue Code of 1986, as amended all other equity and other long-term incentive awards (the “Code”including share units and stock options), or otherwise violate if any, granted to Executive at any healthcare law or regulationtime after the grants of the 2011 PSUs and 2011 Options (for example, (A) if the termination occurred prior to the third anniversary of the Start Date, then, in lieu the case of reimbursing an equity grant based on a three year time-vesting period or three year performance cycle awarded on July 1, 2013, the grant would continue to vest based on the period from July 1, 2013 through September 26, 2014 and be 452/1,096th vested as of the last day of the Severance Period, so long as Executive complies with his post termination obligations under this Agreement or otherwise (and in the case of any awards subject to satisfaction of performance requirements, with the payout based on actual performance as of the end of the three-year illustrative performance period, as pro-rated as provided above), and that any time-vesting restricted stock units shall be settled on the last day of the Severance Period and any performance stock units shall be settled on the dates originally provided for in the applicable award agreements, and (B) if the parties have agreed to a one-year extension of the Term in accordance with Section 2 hereof, and if the termination occurred during such one-year extension period, then the provisions of Section 9 shall apply); (F) in the event of a Change in Control (as hereinafter defined) that occurs during the Severance Period, immediately prior to such Change in Control, (1) all equity and other long-term incentive awards under this Section 8(a) shall immediately become vested and nonforfeitable to the same extent as they would have otherwise become vested under this Section 8(a), (2) all vested stock options (including those vesting herein) shall be exercisable in connection with such Change in Control, (3) all restricted stock units and/or performance stock units shall be settled on the date of such Change in Control (unless such Change in Control is not a change of ownership or effective control of the Company or of a substantial portion of the assets of the Company within the meaning of Section 409A, in which case such restricted stock units and/or performance stock units shall be settled on the dates originally provided for in the applicable award agreements or any earlier date of Executive's death; such delayed payment, a “409A CiC Postponement”); and (G) In the case of stock options that vest during the Severance Period, Executive shall be provided with a one year period to exercise each such option commencing on the end of the Severance Period, in each case not to exceed the maximum term of the applicable option. In the event that, as a result of the timing of the effectiveness of the Release, any payment to Executive under this Section 8 or under Section 9, as the case may be, that is nonqualified deferred compensation under Section 409A of the Code could be payable (or commence) in either of two taxable years of Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount such payment shall be paid in a lump sum at made (or commence) on the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs later of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andJanuary 15 of the later such taxable year or the first payroll payment date following the date of effectiveness of the Release.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated at any time by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (i) an amount equal to nine (9A) months (i) within 30 days following such termination, payment of Executive’s accrued and unpaid Base Salary at the rate and accrued but unused vacation and (ii) reimbursement of expenses under Section 7 of this Agreement, in effect on each case of (i) and (ii), accrued through the date of terminationtermination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Benefit Plans (other than severance) as required by law; and (ii) subject to Section 9(c) of this Agreement (A) continuation of Base Salary as in effect immediately prior to Executive’s date of termination for 12 months following the date of termination (the “Severance Period”), payable in substantially equal installments in accordance with the Company’s normal regular payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially and (B) if Executive timely elects coverage under the same terms Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and conditions as to the extent permitted by applicable law and provided the Company is able to provide such benefits are provided to employees during without the applicable period, and reimbursement by imposition on the Company of any tax or penalty, a cash payment equal to the monthly difference between the COBRA premium and the premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until such benefits immediately prior to the date Executive is no longer eligible to receive of termination, payable monthly in accordance with the Company’s regular payroll practices for 12 months or until such earlier termination of COBRA continuation coverage; provided, however, in that the first payment pursuant to Section 9(a)(ii)(A) and this Section 9(a)(ii)(B) shall be made on the next regularly scheduled payroll date following the 60th day after Executive’s termination and shall include payment of any amounts that would otherwise be due prior thereto. In the event of Executive’s death during the Company determines that such provisions would subject Executive Severance Period, any payments to taxation under be made pursuant to Section 105(h9(a)(ii)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9this Section 9(a)(ii)(B) months, which amount shall be paid in a lump sum at to Executive’s legal representative or estate. (iii) Notwithstanding the same time payments under Section 5(e)(iterms of the Plan or any applicable award agreements, (A) commence all outstanding unvested stock options granted to Executive during the Term shall fully vest as of the termination date and is intended to assist Executive with costs be exercisable until the earlier of health coverage(I) the second anniversary of the termination date, which Executive may (but is not required toII) obtain through an election to continue health care coverage under COBRA; andthe expiration date of the applicable option, and (III) the tenth anniversary of the grant date of the applicable option, and (B) all other outstanding equity-based compensation awards shall fully vest as of the termination date.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event that Executive’s employment is terminated by Executive for Good Reason pursuant to Section 9(c) or by the Company without Cause or by Executive for Good Reason, Executive shall be entitled pursuant to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 89(d), the following severance payments and benefits (collectively, Company shall pay or provide to Executive at its expense the “Severance Benefits”):following: (i) an amount equal to nine the Accrued Obligations within the time period required by applicable law (9and in all events within thirty (30) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or days after the Release Effective Date (as defined belowTermination Date), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive any earned but unpaid Prior Year Bonus, such amount to be paid no later than March 15 following the Termination Date; (iii) any earned but unpaid Current Year Bonus, such amount to be paid no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs; (iv) any earned but unpaid bonus under Section 5(c); and (v) subject to compliance with his obligations under Sections 6, 7 and his eligible dependents 8 and the execution and timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation return by Executive of a Release of Claims (as defined below) and subject to the provisions of Section 11 below: (1) Severance pay in an amount equal to Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive Base Salary for him and his eligible dependents for nine twelve (912) months or, if earlier, until payable in equal monthly installments with the date Executive is no longer eligible to receive COBRA continuation coveragefirst installment commencing on the 10th day following the termination of Executive’s employment; provided, however, if Executive is retained or re-employed during such twelve (12) month period the severance pay shall thereafter equal the difference between Executive’s Base Salary and the amount of base salary or base compensation paid to Executive by virtue of such retention or re-employment during the balance of such twelve (12) month period; and (2) Commencing on the Termination Date and for the twelve (12) month period thereafter, or until Executive becomes eligible for comparable employer sponsored health plan benefits, whichever is sooner, all health plan benefits to which the Executive is entitled prior to the Termination Date under any such benefit plans or arrangements maintained by the Company in which the Executive participated, which benefits shall be determined and paid in accordance with this Agreement and plans or arrangements and shall be provided pursuant to COBRA with the relative costs therefor being paid by the Company and Executive in the event the Company determines that such provisions would subject same proportion as existed while Executive to taxation under Section 105(h) was an active employee of the Internal Revenue Code of 1986Company: (3) In the event Executive fails to comply with his obligations under Sections 6, as amended 7 and 8 or does not timely execute and return (the “Code”), or otherwise violate any healthcare law or regulationrevokes) a release of claims in the form and substance reasonably requested by the Company, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which no amount shall be paid payable to Executive pursuant to this Section 10(c)(v). (4) The Release of Claims required under this Section 10(c)(v), shall be in a lump sum at form reasonably required by the same time payments Company but shall exclude therefrom the following claims that Executive may have: (i) any claims for indemnification which may be available to Executive under Section 5(e)(i11(l), (ii) commence any claims under policies of insurance maintained by the Company, (iii) any claims under employee benefit plans of the Company; and is intended (iv) any claims relating to assist Executive with costs future obligations of health coveragethe Company under the Employment Agreement, which Executive may (but is not required toincluding, without limitation, the obligations of the Company under this Section 10(c) obtain through an election to continue health care coverage under COBRA; andthereof.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated at any time during the Term by the Company without Cause or by Executive for Good Reason, subject to Section 10(d) of this Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (i) (A) within ten (10) days following such termination, (i) payment of Executive’s accrued and unpaid Base Salary, (ii) payment for any accrued but unused vacation days, (iii) payment of any earned but unpaid Annual Bonus with respect to the year prior to the year of termination and (iv) reimbursement of expenses under Section 8 of this Agreement, in each case of (i) through (iv), accrued through the date of termination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance); (ii) if the termination occurs prior to a Change in Control or more than two (2) years after a Change in Control, an amount equal to nine the sum of (9A) twelve (12) months of Executive’s Base Salary at the rate as in effect immediately prior to Executive’s date of termination and (B) Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable during the twelve (12) month period commencing on the date of termination, payable termination in substantially equal installments in accordance with the Company’s normal regular payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, provided, that the first payment pursuant to this Section 10(a)(ii) shall be made on substantially the same terms payment date (“Payment Date”) determined as (A) the next regularly scheduled payroll date following the second business day after the Release as set forth in Section 10(d) becomes effective and conditions as irrevocable (B) unless the sixty (60) day period following Executive’s termination spans two calendar years in which event on the next regularly scheduled payroll date following the later of (i) the second business day after the Release becomes effective and irrevocable and (ii) the second business day of the second calendar year in such benefits are provided to employees during the applicable sixty (60) day period, and reimbursement by in all events payments shall include payment of any amounts that would otherwise be due prior to the Company of Payment Date; and (iii) if the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months ortermination occurs on or within two years after a Change in Control, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the sum of (A) twenty-four (24) months of Executive’s Base Salary as in effect immediately prior to Executive’s date of termination and (B) two times Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable in a lump sum on the Payment Date; and (iv) an amount equal to the pro-rata portion of Executive’s Annual Bonus for the year of termination, based on the number of days Executive is employed during such year and based on objective actual performance through the date of termination (or the end of the month preceding such termination if such performance is generally determined as of the end of the month), payable in a lump-sum on the Payment Date (“Pro-rata Bonus”); and (v) a lump sum payment on the Payment Date equivalent to the amount the COBRA premium would be required to pay for continuation of group Executive for the health coverage Executive had prior to the termination (for Executive and his eligible dependents through an election under COBRA for nine family to the extent applicable) multiplied by (9A) months, which amount shall be paid twelve (12) if the termination of employment occurs prior to a Change in Control or more than two (2) years after a lump sum at Change in Control or (B) twenty four (24) if the same time payments under Section 5(e)(itermination of employment occurs on or within two (2) commence and is intended to assist Executive with costs of health coverage, which years following a Change in Control. Executive may (but is not required to) obtain through an election to continue health care elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to receive the payment in this Section 10(a)(v); and (vi) options and restricted stock units that are subject solely to time-based vesting conditions granted under the Incentive Plan or any other equity plan or program that would otherwise vest during the twelve (12) months following such termination of employment will vest in full immediately upon such termination of employment or, if Executive’s termination of employment occurs on or within one (1) year after a Change in Control, such awards will vest in full immediately upon such termination of employment; and (vii) performance restricted stock units granted under the Incentive Plan or any other equity plan or program will vest based on actual performance through the date of Executive’s termination of employment and projected performance from the date immediately after Executive’s termination of employment through the end of the applicable performance period based on the then current operating budget of the Company (last previously approved by the Board prior to Executive’s termination of employment and after consultation with the then current Chief Executive Officer of the Company), with the Shares earned pursuant to such performance restricted stock units prorated based on the number of days Executive would have been employed during the performance period if Executive had remained employed through the first anniversary of the termination of his employment in comparison to the total number of days in the performance period or, if Executive’s termination of employment occurs on or within one (1) year after a Change in Control, such awards will vest based on the greater of (A) actual performance as of the Change in Control, as determined by the Committee (as defined in the Incentive Plan) in its sole discretion, and (B) target performance.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, then, subject to Executive’s continued compliance with this Agreement and Executive’s execution, delivery and non-revocation of a fully effective release of all claims against the Company within the 40-day period following the date of the termination of Executive’s employment (the “Release Requirement”), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectivelybenefits, in addition to the “Severance Benefits”):Accrued Rights: (ia) an amount equal to nine Executive’s then-current Base Salary for a period of twelve (912) months of Executive’s Base Salary at following the rate in effect on the date of termination, payable in substantially equal installments Termination Date in accordance with the Company’s normal regular payroll practices over (the nine (9) month period following Executive’s termination date“Salary Continuation”), commencing beginning on the first payroll date that occurs on or after following the date the Release Effective Requirement is satisfied, and with the first installment including any amounts that would have been paid had the Release Requirement been satisfied on the Termination Date. Notwithstanding the foregoing, (i) if Executive begins to provide services to another person or entity as an employee or independent contractor within 2 months following the Termination Date (as defined belowa “New Engagement”), provided Executive must provide prompt notice to the Company of such New Engagement, and inform the Company of Executive’s new annualized or monthly gross wage rate under the New Engagement; and (ii) any remaining portion of the Salary Continuation payments shall be reduced (to as low as zero) by the amount of gross earnings that the initial payment Company determines, in its sole discretion, that Executive will include a catch-up payment to cover receive from the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid New Engagement over the remainder of such nine (9) month the Salary Continuation period; (iib) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Annual Bonus Executive would be required have received with respect to pay for continuation the year during which the Termination Date occurred, had Executive’s employment not terminated, pro-rated based on the number of group health coverage for days Executive and his eligible dependents through an election under COBRA for nine was employed hereunder during such year (9) months, which amount shall be paid in a lump sum at the “Pro-Rata Bonus”). The Pro-Rata bonus is payable on the same time payments under Section 5(e)(idate that bonuses for the year are paid to other executives of the Company; and (c) commence and is intended subject to assist Executive with costs of health timely electing COBRA coverage, the Company shall reimburse Executive for Executive’s monthly COBRA premiums for a period beginning on the first day of the calendar month when COBRA becomes effective after the Termination Date and ending on the earlier of (1) the end of the twelfth (12th) calendar month for which such reimbursement is due (for avoidance of doubt, the Company’s reimbursement obligation under this subsection is limited to reimbursing Executive may for no more than twelve (but is not required to12) obtain through an election to continue health care coverage under COBRA; andmonths of COBRA payments) or (2) the date of New Engagement (the “COBRA Reimbursement Benefit”).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s 's employment is terminated hereunder by the Company other than for Cause, Disability or Death (including, without limitation, if an arbitrator determines that Executive's employment was terminated hereunder by the Company other than for Cause or Disability), or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):: (i) an amount the Company shall pay to Executive in a lump sum a severance payment equal to nine (9) months the amount of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine to Executive for a twelve (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (912) month period; (ii) provided the Company shall reimburse Executive pursuant to Section 5(c) for reasonable expenses incurred, but not paid prior to such termination of employment; (iii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company through and including the Date of Termination; and (iv) the Stock Option shall become fully vested as of the Date of Termination. If the Company concurrently executes a general release (in a form reasonably acceptable to the Executive) of all known and unknown claims that the Company and persons affiliated with the Company may then have against the Executive and the Company agrees not to prosecute any legal action or other proceeding based upon any of such claims, payment of the severance payment provided for in (a)(i) above will be conditional upon Executive's execution of a general release (in a form reasonably acceptable to the Company) of all known and unknown claims under this Agreement (other than as a stockholder or option holder) that Executive may then have against the Company or persons affiliated with the Company and the Executive having agreed not to prosecute any legal action or other proceeding based upon any of such claims. The foregoing notwithstanding, upon the written election of Executive, in his eligible dependents timely and properly elect sole discretion, the total of the benefits payable under this Section 9(a) shall be reduced to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 maximum after tax payment (“COBRA”), continued participation as determined by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time agreed to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company Board) to the extent the payment of the monthly COBRA premium paid such amounts would cause Executive's total termination benefits (as determined by Executive for him and his eligible dependents for nine (9Executive's tax advisor) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation constitute an "excess" parachute payment under Section 105(h) 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), or otherwise violate any healthcare law or regulation, then, in lieu and by reason of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount such excess parachute payment Executive would be required subject to pay for continuation an excise tax under Section 4999(a) of group health coverage for the Code. If Executive and his eligible dependents through an fails to make the election under COBRA for nine (9) monthsdescribed in this paragraph, which amount no reduction in the termination benefits payable to Executive shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andmade.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months 100% of the sum of Executive’s (x) Base Salary and (y) target annual cash bonus opportunity , in each case at the rate in effect on the date of termination, payable in substantially equal equivalent installments, over a period of one year, with the first payment made on the Company’s first practical pay date following the Release Effective Date and remaining installments tendered thereafter on consecutive, semi-monthly pay dates in accordance with the Company’s normal regularly-scheduled payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be calendar until paid over the remainder of such nine (9) month periodin full; (ii) provided Executive and his eligible dependents timely and properly elect to continue Continuation of coverage under the Company’s group health care coverage insurance plan under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and ) at active employee rates beginning on the first day of the month following Executive’s eligible dependents in termination date and continuing for a period of twelve (12) months at the standard group medical, dental same level of coverage Executive elected during his employment and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are generally afforded to the Company’s active employees, provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine enroll with the Company’s COBRA administrator within sixty (960) months ordays after the Executive’s termination date (as used in this paragraph, if earlier, until the date Executive is no longer eligible to receive “COBRA continuation coverageSubsidy” during the “COBRA Subsidy Period”); provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”)amended, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, then the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine twelve (912) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i6(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA. Notwithstanding the foregoing, Executive understands that the Company’s COBRA Subsidy during the COBRA Subsidy Period will not extend his or his dependents’ eligibility for continuation health coverage under COBRA and agree to hold harmless the Released Parties from any and all claims arising directly or indirectly from the COBRA Subsidy referenced above. Executive also understands that if he/her or his eligible dependents do not elect COBRA healthcare continuation coverage or choose to reduce coverage level under COBRA, Executive will not be entitled to receive any additional monetary payment for the cash equivalent of such COBRA Subsidy or any difference in premiums based upon his COBRA election. Following the COBRA Subsidy Period, Executive and his dependents may, subject to statutory eligibility requirements, continue COBRA coverage at standard COBRA rates for the remainder of the applicable COBRA continuation period permitted by law as long as Executive and his dependents pay the full cost of such coverage in accordance with the Company’s COBRA continuation health coverage policies; and (iii) to the extent such termination of Executive’s employment by the Company without Cause or by Executive for Good Reason occurs any time following a Change of Control transaction (and without limiting any Change of Control Severance Benefits specified in Section 6(f) below), Executive shall receive twelve (12) months of vesting acceleration with respect to all of Executive’s then-outstanding equity awards granted to Executive by the Company or assumed, continued or substituted for by the acquiring entity in such Change of Control transaction (as “Change of Control” is defined within the Company's 2010 Stock Incentive Plan, as such plan may be amended from time to time).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided In addition to the payments and benefits set forth in Section 6(fSECTION 11(a) belowabove, upon a termination of if the Company terminates Executive’s employment by the Company without Cause or by Executive resigns for Good Reason, then subject to SECTIONS 11(c) and 22 and Executive’s continued compliance with SECTION 13, Executive shall will also be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):benefits: (i) an amount equal to nine (9) months 2.0 times the sum of Executive’s Base Salary at and Target Bonus (as defined in Section 5 of the rate Agreement), to be paid in effect on a cash lump sum within 15 days of the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date ) becomes effective and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodirrevocable; (ii) provided Executive and his eligible dependents timely and properly elect any earned but unpaid annual incentive bonus, if any, with respect to continue health care coverage under the Consolidated Omnibus Reconciliation Act completed year prior to the year of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans termination of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) monthsemployment, which amount (if any) shall be paid in a lump sum in cash when such annual incentive bonus is paid to other executives of the Company; (iii) any Pro-rated Annual Incentive Bonus; (iv) full and immediate vesting of the Sign-On Award upon the date the Release becomes effective and irrevocable; (v) continuing group health and group life insurance coverage for Executive and, where applicable, Executive’s eligible dependents, at the same benefit levels in effect from time payments to time with respect to active senior executives of the Company for 18 months after such termination; provided that the cost of such coverage shall be split between the Company and Executive in the same ratio as the cost-sharing in effect under Section 5(e)(ithe Company’s policies and procedures for the Company’s executives at that time; provided further that the foregoing obligation to pay such costs shall cease to the extent the Company is exposed to tax penalties; and EXECUTION VERSION Amendment No. 4 to CEO Employment Agreement (vi) commence any Pro-rated Individual Performance Bonus. Executive agrees that if he breaches the restrictive covenants set forth in SECTION 13, the Company may cease paying Executive amounts otherwise payable under this SECTION 11(b) and is intended will retain its rights to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election enforce the restrictive covenants and to continue health care coverage under COBRA; andseek any other remedies available at law.”

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate Executive’s 's employment by at any time for any reason or no reason and Executive may terminate Executive's employment with the Company without Cause for Good Reason. If during the Term the Company terminates Executive's employment and the termination is not covered by Section 4.2 or by 4.3, or Executive terminates his employment for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):receive: (ia) an amount equal any Annual Salary and other benefits earned and accrued under this Agreement prior to nine the termination of employment (9and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (b) months of Executive’s Base if such termination occurs prior to a Change in Control, his Annual Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal 's customary payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months orfollowing such termination (the "Salary Continuation Period"); (c) if such termination occurs following a Change in Control: (i) a lump sum severance payment upon termination equal to twelve (12) months Annual Salary and Automobile Allowance; (ii) a pro-rata portion of any bonus Executive would have received pursuant to Section 2.2 had Executive remained employed for the full calendar year during which such termination occurred, based on the number of days Executive was actually employed by the Company during the applicable year; and (iii) reimbursement for COBRA payments equal to Executive's regular monthly contributions toward Executive's health benefits for twelve (12) months following such termination date if earlier, until Executive elects COBRA benefits. (d) acceleration and immediate vesting of all stock options to purchase shares of the date Company's Common Stock granted to Executive is no longer eligible which would have vested and become exercisable pursuant to receive COBRA continuation coveragethe scheduled vesting for such options had Executive continued as an employee of the Company during the applicable Salary Continuation Period determined pursuant to Section 4.4(b) above; and (e) the right to exercise any and all vested stock options to purchase shares of the Company's Common Stock then held by Executive during the applicable Salary Continuation Period determined pursuant to Section 4.4(b) above; provided, however, that in no event shall the exercise period extend later than the expiration term of such option as set forth in the event applicable Notice of Grant. In order to be eligible to receive the benefits specified under Sections 4.4(b)-(e), Executive must execute a general release of claims in a form reasonably acceptable to the Company determines that such provisions would subject and Executive and signed by Executive. Executive shall have no further rights to taxation under Section 105(h) any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Internal Revenue Code of 1986Company. In the event Executive is terminated by the Company pursuant to this Section 4.4, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, Executive shall not have a duty to seek substitute employment and the Company shall pay not have the right to offset any compensation due Executive an amount equal to against any compensation or income received by Executive after the amount Executive would be required to pay for continuation date of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsuch termination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an An amount equal to nine twelve (912) months of Executive’s Base Salary at the rate in effect on the date of terminationtermination date, payable in substantially equal installments in accordance equivalent installments, with the first payment made on the Company’s normal payroll practices over the nine (9) month period first practical pay date following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined in Section 6(g) below)) and remaining installments tendered thereafter on consecutive, provided that semi-monthly pay dates in accordance with the initial payment will include a catch-up payment to cover the period between ExecutiveCompany’s termination date and the date of such first payment and the remaining amounts shall be regularly scheduled payroll calendar until paid over the remainder of such nine (9) month periodin full; (ii) provided Executive and his eligible dependents timely and properly elect to continue Continuation of coverage under the Company’s group health care coverage insurance plan under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”)) at active employee rates beginning on the first day of the month following Executive’s termination date and continuing for a period of twelve (12) months at the same level of coverage Executive elected during employment and on the same terms and conditions generally afforded to the Company’s active employees, continued participation by provided Executive and Executive’s eligible dependents enroll with the Company’s COBRA administrator within sixty (60) days after Executive’s termination date (as used in this paragraph, the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees “COBRA Subsidy” during the applicable period, and reimbursement by the Company of the monthly “COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverageSubsidy Period”); provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”)amended, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, then the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his Executive’s eligible dependents through an election under COBRA for nine six (96) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i6(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA. Notwithstanding the foregoing, Executive understands that the Company’s COBRA Subsidy during the COBRA Subsidy Period will not extend Executive’s or Executive’s dependents’ eligibility for continuation health coverage under COBRA and agrees to hold harmless the Released Parties from any and all claims arising directly or indirectly from the COBRA Subsidy referenced above. Executive also understands that if Executive or Executive’s eligible dependents do not elect COBRA healthcare continuation coverage or choose to reduce coverage level under COBRA, Executive will not be entitled to receive any additional monetary payment for the cash equivalent of such COBRA Subsidy or any difference in premiums based upon Executive’s COBRA election. Following the COBRA Subsidy Period, Executive and Executive’s dependents may, subject to statutory eligibility requirements, continue COBRA coverage at standard COBRA rates for the remainder of the applicable COBRA continuation period permitted by law as long as Executive and Executive’s dependents pay the full cost of such coverage in accordance with the Company’s COBRA continuation health coverage policies; and (iii) to the extent such termination of Executive’s employment by the Company without Cause or by Executive for Good Reason occurs any time following a Change of Control transaction (and without limiting any Change of Control Severance Benefits specified in Section 6(f) below), Executive shall receive twelve (12) months of vesting acceleration with respect to all of Executive’s then-outstanding equity awards granted to Executive by the Company or assumed, continued or substituted for by the acquiring entity in such Change of Control transaction.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f(a) below, upon a termination of The Company may terminate Executive’s employment under this Agreement at any time for any reason, provided that any such termination other than for Cause (as defined in Section 6.4 hereof) may only be made upon 30 days prior written notice to Executive. If Executive’s employment under this Agreement is terminated by the Company without Cause (other than as a result of Executive’s death or by Permanent Disability (as defined in Section 6.2 hereof) or if Executive terminates his employment for Good ReasonReason (as defined in Section 6.1(c) hereof), Executive shall receive any payments to which he is entitled under any applicable compensation or employee benefit plan or program in which he participates, including but not limited to those referred to in Section 3.3 hereof. In addition, in the event of any such termination described in the immediately preceding sentence, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):following: (i) an amount equal to nine the sum of (9A) months of one times Executive’s Base Salary if such termination occurs prior to a Change in Control ( as defined in 6.1(c) hereof) or more than 12 months after a Change in Control or (B) if such termination occurs upon a Change in Control or at any time within 12 months after a Change in Control, the rate in effect on the date sum of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following two times Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Base Salary and one times Executive’s termination date and Target Bonus (such amount, the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period“Severance Payment”); (ii) provided Executive a cash lump sum payment in respect of (x) compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the “Compensation Payment”), and his eligible dependents timely and properly elect to continue (y) reasonable expenses incurred under Section 5 but not yet reimbursed (the “Expense Payment”); and (iii) after waiver period for health care coverage in 4.1, continued coverage under the Consolidated Omnibus Reconciliation Act Company’s group medical plan in accordance with the terms thereof for a period ending on the earlier of 1985 (A) the second anniversary of the date of termination under this Section 6.1(a) or (B) the date on which Executive becomes eligible to be covered under comparable benefit plans of a new employer (the “COBRACoverage Period”), continued participation provided that Executive shall be required to contribute an amount toward the cost for such coverage during the Coverage Period that is equal to the cost paid by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans active employees of the Company as in effect from time to time, on substantially for coverage under the same terms and conditions as such benefits are provided to employees Company’s group medical plan during the applicable periodCoverage Period, and reimbursement by for purposes of applying the Company group health plan coverage continuation requirements of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) 4980B of the Internal Revenue Code of 19861986 and Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended (amended, the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu qualifying event” shall be the termination of reimbursing the Executive, ’s employment with the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine Company. (9b) months, which amount The Severance Payment shall be paid by the Company to Executive over the 12 month period following the date of termination in substantially equal installment payments and in accordance with the normal payroll practices of the Company but no less frequently than monthly. The Compensation Payment and the Expense Payment shall be paid by the Company to Executive in a cash lump sum at payment within 30 days after the same time payments under Section 5(e)(idate of termination. (c) commence and is intended to assist Executive with costs For purposes of health coveragethis Agreement, which Executive may “Good Reason” shall mean any of the following (but is not required to) obtain through an election to continue health care coverage under COBRA; andwithout Executive’s express prior written consent):

Termination by the Company Without Cause or by Executive for Good Reason. Except If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason and, in either case, Executive executes and delivers a release of claims substantially in the form attached as provided in Section 6(fExhibit A (the “Release”) below, upon a termination hereto and such Release becomes effective and irrevocable within sixty (60) days following the date of Executive’s termination of employment by (such sixty (60) -day period, the Company without Cause or by Executive for Good Reason“Release Signing Period”), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):following: (i) an amount equal the Company will continue to nine (9) months of Executive’s pay to Executive his Base Salary at the rate in effect on the date of terminationSalary, payable in substantially equal installments in accordance with the Company’s normal payroll practices over practice, for a period of twenty-four (24) months following the nine (9) month period following Executive’s effective date of the termination dateof his employment, commencing which payments shall commence on the first payroll date that occurs following the date on or after which the Release Effective Date (as defined below)becomes effective and irrevocable; provided that, provided if the Release Signing Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided, further, that, the first payment shall include all amounts that the initial payment will include a catch-up payment would otherwise have been paid to cover Executive during the period between beginning on the date of Executive’s termination date of employment and ending on the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month perioddate if no delay had been imposed; (ii) provided Executive shall be entitled to a pro-rated payment under the Company’s Bonus Plan (or any similar annual bonus plan) in an amount equal to (x) the target amount of Executive’s annual bonus for the year in which the termination occurs, multiplied by (y) a quotient in which the numerator is the number of days during the applicable plan year in which Executive was employed with the Company and his eligible dependents the denominator is 365. Any amount payable to Executive under the Bonus Plan (or any similar bonus plan) pursuant to this Section 5.2(b)(ii) will be paid at the same time payments are generally made to other participants in the plan, subject to Section 7.12, or, if later, on the first payroll date following the date on which the Release becomes effective and irrevocable; and (iii) if Executive timely and properly elect to continue health care elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“"COBRA”"), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially shall reimburse the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of Executive for the monthly COBRA premium paid by the Executive for him himself and his dependents. Such reimbursement shall be paid to Executive on the first payroll date of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible dependents for nine (9) months or, if earlier, to receive such reimbursement until the earliest of: (A) the twelve (12) -month anniversary of the date of his termination of employment; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; providedand (C) the date on which the Executive becomes eligible to receive health insurance coverage from another employer. Notwithstanding the foregoing, howeverif the Company's payments under this Section 5.2(b)(iii) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the event imposition of penalties under the Company determines that such provisions would subject Executive to taxation under Section 105(h) Patient Protection and Affordable Care Act of 2010 and the Internal Revenue Code of 1986, as amended related regulations and guidance promulgated thereunder (the “Code”"PPACA"), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay parties agree to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9reform this Section 5.2(b)(iii) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and manner as is intended necessary to assist Executive comply with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andPPACA.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason, then, subject to Section 15(f) of the Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):9(c). (i1) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the The Company shall pay to Executive any Accrued Compensation; (2) The Company shall pay to Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date within sixty (60) days following the termination date; (3) The Company shall pay to Executive a bonus or incentive award in respect of the fiscal year in which Executive’s termination date occurs in an amount equal to the amount product of (A) the bonus or incentive award that Executive would be required have been entitled to pay for continuation receive based on actual achievement against the stated performance objectives through the termination date and (B) a fraction (x) the numerator of group health coverage for which is the number of days in such fiscal year through termination date and (y) the denominator of which is 365. Any bonus or incentive award payable to Executive and his eligible dependents through an election under COBRA for nine this subsection (93) months, which amount shall be paid in a lump sum payment within sixty (60) days following such termination; (4) The Company shall pay Executive as severance pay, in lieu of any further compensation for the periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 11), equal to the lesser of (A) two (2) times Executive’s Target Bonus as in effect immediately prior to termination and without regard to any reduction thereto which constitutes Good Reason and (B) $9,000,000; (5) Notwithstanding anything to the contrary set forth in the applicable award agreement, each unvested stock option outstanding on the date hereof and held by Executive at the same time payments under Section 5(e)(i) commence of such termination shall vest in full and is intended to assist Executive with costs of health coverage, which Executive may remain exercisable for one year following termination (but in no event beyond the expiration of the original term); (6) Notwithstanding anything to the contrary set forth in the applicable award agreement, the performance measures applicable to each unvested performance-share unit outstanding on the date hereof and held by Executive at the time of such termination (other than the 2015 Performance Units) will be applied as though the termination date were the end of the measurement period (but in no event shall the measurement period be less than one year) and the units will vest in a manner consistent with the respective vesting provisions applicable to those awards; provided, however that only a pro rata portion of such calculated share units will vest upon termination based on a fraction, the numerator of which is not required to) obtain the number of days from the date of grant of the performance share units through an election to continue health care coverage under COBRAthe termination date, and the denominator of which is the number of days from the date of grant through the Measurement Date (as defined in the applicable award agreement); and (7) Each other unvested equity award held by Executive at the time of termination (including, without limitation, any Resulting RSUs) shall be governed by the terms of the applicable award agreement (which in the case of the 2015 Performance Units, shall conform to the terms of Exhibit A).

Termination by the Company Without Cause or by Executive for Good Reason. Except The REIT Operator may terminate Executive’s employment at any time without Cause (as provided defined in Section 6(f6) below, and Executive may terminate her employment for Good Reason (as defined in Section 6) upon a not less than 60 days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment by the Company without Cause or by Executive for Good ReasonReason during the Term of Employment, Executive shall be entitled to receive the following: (i) The Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination; and, (ii) subject to Executive’s execution and non-revocation satisfaction of the release described in Section 6(g) Release Requirement and Executive’s compliance with Executive’s the obligations under Section 8in Sections 7, 8 and 9: (1) the following Company shall pay Executive cash severance payments and benefits (collectively, the “Severance BenefitsAmount”): (i) an amount equal to nine the Severance Multiple times the sum of (9A) months of Executive’s then-current Base Salary at (disregarding any reduction in Base Salary not approved by Executive) and (B) Executive’s Target Annual Bonus for the rate then-current calendar year (annualized if the termination occurs in effect on 2020). If the date of terminationtermination described in this Section 4(c) does not occur during the Change in Control Period (as defined in Section 6), payable the Severance Amount will be paid in substantially equal installments in accordance with the Company’s normal payroll practices practice of the REIT Operator over the nine (9) 18 month period following Executive’s the date of termination, with such installment payments beginning within 60 days following the date of termination date, commencing (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the first payroll date that of termination). If the termination described in this Section 4(c) occurs on or after during the Release Effective Date Change in Control Period (as defined belowin Section 6), provided that the initial payment Severance Amount will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at within 60 days following the same time date of termination; (2) within 60 days following the date of termination, the Company shall pay Executive an amount equal to Executive’s Target Annual Bonus for the then-current calendar year (annualized if the termination occurs in 2020), pro-rated for the number of days in such calendar year ending on the date of Executive’s termination of employment; (3) Executive’s outstanding equity awards that are subject solely to time-based vesting conditions will become fully vested as of the date of Executive’s termination (treatment of equity awards subject to performance-based vesting conditions will be addressed in the applicable award agreements); and (4) the Continued Health Care Coverage Benefit described in Section 4(a). The Continued Health Care Coverage Benefits will commence within 60 days following the date of termination (with the first payment to include any installment payments under Section 5(e)(i) commence and is intended to assist Executive with costs that would have been made during such 60-day period if payments had commenced on the date of health coverage, which Executive may (but termination). If Company claims that is not required toto provide the severance amounts or equity awards pursuant to Section 4(c) obtain through because of an election alleged breach by Executive of Sections 7, 8 or 9 of this Agreement, Company must provide written notice to continue health care coverage under COBRA; andExecutive specifying the particulars thereof in reasonable detail and provide Executive and her counsel with an opportunity to appear before the Board to rebut or dispute the alleged breach on a specified date that is at least 10 but no more than 30 days following the date on which such notice is given. The notice to be provided by the Company must be provided to Executive no later than 90 days after the later of the time at which the alleged breach first (i) occurs or arises or (ii) becomes known to any non-executive members of the Board. If Executive appears before the Board to rebut or dispute the alleged breach, the Board must make a final determination as to whether a breach occurred within 10 days of such appearance, and if the Board fails to make a determination by that date, it shall be conclusively determined that the Executive did not commit the alleged breach.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate this Agreement and Executive’s employment by the Company without Cause at any time for any reason or by Executive may terminate this Agreement and his employment for Good Reason. If this Agreement and Executive’s employment with the Company is terminated pursuant to this Section 6.3, Executive shall be entitled have no right to receive any compensation or benefit hereunder on and after the Accrued Benefits and, subject to Executive’s execution and non-revocation effective date of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):termination of employment other than: (ia) Annual Salary earned and accrued under this Agreement prior to the effective date of termination and any earned but unpaid bonus; (b) an amount equal to nine (9) additional 24 months of Executive’s Base Annual Salary at the rate in effect on the date of termination, at termination payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination datea lump sum, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment subject to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;applicable withholding taxes; and (iic) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount bonus that Executive would have received for the year of termination if Executive had remained employed throughout the calendar year, with such amount to be required to pay determined at the end of the calendar year based on the levels at which the bonus plan targets are achieved, multiplied by a fraction, the numerator of which being the number of calendar days Executive is employed in the calendar year of termination and the denominator of which being 365; (d) payment of the premiums for continuation of Executive’s group health insurance coverage pursuant to COBRA, if eligible and elected, for Executive and his eligible dependents through an election under COBRA for nine (9) a period of 12 months, or until such sooner date that Executive begins employment with another employer; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (e) accelerated vesting of Executive’s equity awards with service vesting through the next 12 months and, subject to the terms of the Plan, the post-termination exercise period for the Initial Option shall be 12 months from the date of termination of employment (or the expiration date, if earlier); (f) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto; and (g) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. The amounts due under Sections 6.3(b) and (c) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form attached hereto as Exhibit B) (the “Release Agreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which amount the termination of Executive’s employment becomes effective. The Annual Salary due under this Section 6.3(b) (the “Severance”) shall be paid in a single lump sum to the Executive on or about the 15th business day following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that: (x) if the 60 day period in which the Release Agreement is required to become effective and enforceable begins in one calendar year and ends in the following calendar year, the Severance shall be paid in the second calendar year; and (y) in all events, subject to the effectiveness of the Release Agreement, the Severance shall be paid prior to March 15 of the year following the year in which the termination of Executive’s employment becomes effective. The pro-rated bonus due under Section 6.3(c) shall be paid to Executive at such time when the Company pays bonuses to its senior executives, but in no event earlier than the date provided in the preceding sentence. The Company shall pay the premiums due under Section 6.3(d) each month for a period of twelve months at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs the Company normally pays the insurer of the Company’s group health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andinsurer on behalf of its remaining employees.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided In addition to the compensation and benefits described in Section 6(f) below5.1 hereof, upon a termination of if the Company terminates Executive’s employment by the Company without Cause during the Term (other than due to Executive’s death or by disability) or if Executive terminates his employment for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and nona pro-revocation rata share of the release described in Section 6(g) target Bonus Compensation accrued through the termination date, and Executive’s compliance with Executive’s obligations under Section 8, the Company will provide the following severance payments and benefits (collectivelyto Executive, provided that such severance benefits are conditioned upon Executive executing a general release of claims in favor of the “Severance Benefits”):Company in the form attached as Exhibit D hereto: (i) an amount a. The Company will make a lump sum payment equal to nine the annual target Bonus Compensation at the rate in effect on the termination date, less any required taxes and withholdings, payable within sixty (960) months calendar days of Executive’s the termination date; b. The Company will continue paying Executive his annual Base Salary at the rate in effect on the date termination date, less any required taxes and withholdings, for a period of terminationtwelve (12) months after the termination date; provided, payable however, that the Company will not have any obligation to pay any amounts under Subsections (a) and (b) hereof until after Executive has executed Exhibit D hereto (and until after the expiration of any revocation periods required by applicable law); c. The Company will continue Executive’s participation in substantially equal installments in accordance with the Company’s normal payroll practices over health benefits at the nine same level as in effect on the termination date for a period of eighteen (918) month period following months after the termination date or until Executive is eligible for equivalent health benefits from another employer, whichever is sooner. If the Company’s health benefit plans or programs do not allow for Executive’s continued participation in such plans or programs after termination dateof employment, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment Company agrees to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided reimburse Executive and his eligible dependents timely and properly elect to continue health care for continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) reimbursement will be conditioned upon Executive’s timely election of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care continued coverage under COBRA; and d. Executive will be entitled to twelve (12) months acceleration of the vesting of shares subject to the Stock Option and the restricted stock comprising the Restricted Stock Bonuses, such that the Stock Option will be exercisable and the Restricted Stock Bonuses will be vested on Executive’s termination date as if Executive’s termination date were twelve (12) months later. After giving effect to the acceleration provided for in the preceding sentence, any unvested shares subject to the Stock Option and comprising the Restricted Stock Bonuses will be forfeited as of the termination date. As further detailed in the stock option agreement between Executive and the Company, Executive will have one hundred eighty (180) calendar days after termination of employment with the Company (and in no event later than any specified expiration of such options) to exercise any and all vested options to purchase the Company’s common stock.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company will have the right to terminate Executive’s employment by with Company at any time without Cause. Executive will have the right to resign his employment with the Company at any time for Good Reason (defined herein). In the event Executive is terminated without Cause or by Executive resigns for Good Reason, and upon the execution of a full general release by Executive in the form attached hereto as Exhibit A (“Release”), Executive shall be entitled to receive the Accrued Benefits and, subject following severance benefits: (i) a severance payment equal to Executive’s execution and non-revocation then current full Base Salary for a period of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits twelve (collectively, the “Severance Benefits”): (i) an amount equal to nine (912) months to be paid on the same basis and at the same time as previously paid and subject to standard payroll tax withholdings and deductions; (ii) continued medical benefits for twelve (12) months; (iii) the prorated portion of Executive’s Base Salary at maximum potential bonus for the rate bonus year in effect on which the date termination without Cause or resignation for Good Reason occurs; and (iv) full vesting acceleration of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below)any and all outstanding Company stock options and Restricted Stock Awards, provided that the initial payment will include a catch-up payment any right to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans exercise any vested shares or of the Company to repurchase any previously exercised, but unvested shares, if any, will be as set forth in effect from time to timeExecutive’s stock option grant notice, on substantially the same terms and conditions as such benefits are provided to employees during the applicable periodstock option agreement, and reimbursement by the Company of Plan. Notwithstanding the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, howeverforegoing, in the event that the Board of Directors determines that the Company determines that such provisions would subject is in a condition of financial distressed and termination of Executive to taxation under Section 105(h) is necessary for cost reduction purposes and in the best interests of the Internal Revenue Code of 1986Company, provided that Executive signs and does not revoke a Release in the form attached as amended Exhibit A, Executive’s severance benefits would be as follows: (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount i) a severance payment equal to the amount Executive would be required Executive’s then current full Base Salary for a period of six (6) months to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum on the same basis and at the same time payments under Section 5(e)(ias previously paid and subject to standard payroll tax withholdings and deductions; (ii) commence continued medical benefits for six (6) months; and is intended (iii) full vesting acceleration of any and all outstanding Company stock options and Restricted Stock Awards, provided that any right to assist Executive with costs exercise any vested shares or of health coveragethe Company to repurchase any previously exercised, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andunvested shares, if any, will be as set forth in Executive’s stock option grant notice, the stock option agreement, and the Plan.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) belowIf the Company terminates Executive’s employment without Cause (which, upon a for the avoidance of doubt, shall include any termination of Executive’s employment by upon the Company without Cause expiration of the Term as a result of the Company’s election not to extend the Term in accordance with Section 1 of this Agreement) or by Executive terminates his employment for Good Reason, Reason at any time during the Term and such termination does not occur under circumstances that would give rise to severance payments to Executive under the Change in Control Agreement: (i) Executive shall be entitled to receive the Accrued Benefits and, Obligations; (ii) Executive shall be entitled to receive a severance payment (subject to Executive’s execution applicable taxes and non-revocation of the release described withholding) in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) a lump sum in an amount equal to nine (9) months of three times Executive’s annualized rate of Base Salary in effect immediately prior to the time of termination plus three times Executive’s target annual bonus in effect immediately prior to the termination; (iii) Executive shall be paid an amount equal to the product of the annual incentive bonus Executive would have received had Executive remained employed on the last day of such fiscal year multiplied by the percentage of days during the fiscal year prior to the Termination Date during which Executive was employed, such amount to be paid at the rate in effect same time as the annual incentive bonus would have been paid to Executive if he had remained employed on the applicable payment date for such annual incentive bonus; (iv) for a 24-month period after the date of termination, payable in the Company shall arrange to provide Executive, her spouse and dependents with life, accident and health insurance benefits substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination datesimilar to those which Executive was receiving immediately prior to such termination; provided, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts Company shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation not provide any benefit otherwise receivable by Executive and Executive’s eligible dependents in pursuant to this Section 7(b)(iv) to the standard group medical, dental and vision plans of the Company as in effect extent that a similar benefit is actually received by Executive from time to time, on substantially the same terms and conditions as a subsequent employer during such benefits are provided to employees during the applicable 24-month period, and reimbursement by the Company of the monthly COBRA premium paid any such benefit actually received by Executive for him shall be reported to the Company; and (v) all options to purchase Company common stock then held by Executive shall become immediately vested and his eligible dependents for nine (9) months orexercisable in full, if earlierall restricted stock units and restricted stock then held by Executive shall become immediately vested and all related forfeiture provisions shall lapse, until and all performance shares then held by Executive shall vest to the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, extent provided in the event the Company determines that applicable plan and award agreement pursuant to which such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andperformance shares were granted.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in In addition to payment of the Accrued Compensation due to Executive pursuant to Section 6(f) below5.1 hereof, upon a termination of if the Company terminates Executive’s employment by the Company hereunder without Cause during the Term (other than due to Executive’s death or by disability) or if Executive terminates his employment hereunder for Good Reason, Executive shall be entitled to receive then the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, Company will provide the following severance payments payments, benefits and entitlements to Executive (provided, however, that the Company will not have any obligation to pay any amounts under Sections 5.2 (a) and (b) or to provide the benefits and entitlements described in Sections 5.2 (collectivelyc) and (d) unless and until after Executive has executed a release of claims favoring the Company in substantially the form attached as Exhibit B hereto, as may be modified by the “Severance Benefits”Company for purposes of compliance with specific legal requirements, within sixty (60) days of his termination date and until after the expiration of any revocation periods required by applicable law): (ia) an amount The Company will make a lump-sum payment equal to nine a pro rated portion of the average Bonus Compensation received by Executive for the two calendar years (9or such lesser number of years for which he was employed by the Company) months prior to the calendar year in which termination occurs (based upon the number of Executive’s days in the year of termination through his termination date relative to 365) less any required taxes and withholdings, payable on the sixty-eighth (68th) day following the termination date; (b) The Company will continue paying Executive his annual Base Salary at the rate in effect on the termination date, less any required taxes and withholdings, for a period of twenty-four (24) months after the termination date, except that the first payment shall be made on the sixty-eighth (68th) day following the termination date and such first payment shall include all payments that would otherwise have been made between the date of terminationtermination and the first payment date; and (i) With respect to any stock options, payable stock appreciation rights, restricted stock units and shares of restricted stock (other than the Retention Grant) granted to Executive pursuant to this Agreement or pursuant to any other written agreement between Executive and the Company that remain subject only to time-based vesting requirements, Executive will be entitled to twelve (12) months accelerated vesting such that all of such options, stock appreciation rights, restricted stock and restricted stock units will be vested as if Executive’s termination date were twelve (12) months later and as if Executive’s time-based stock options, stock appreciation rights, restricted stock and restricted stock units vested on a monthly basis (rather than on an annual basis) from the date of grant. Except with respect to the Retention Grant and except as provided in substantially equal installments Section 5.2(c)(ii) below, all of Executive’s stock options, stock appreciation rights, restricted stock units and restricted stock (whether subject to time-based and/or performance-based vesting) which remain unvested after giving effect to the acceleration provided for in accordance with the preceding sentence will be forfeited as of the termination date. Pursuant to Executive’s equity award agreements, Executive will have such period as provided in the applicable equity award agreement to exercise any such time-based vested stock options or stock appreciation rights that remain outstanding, but in no event shall Executive be able to exercise any equity awards later than the specified expiration dates of such awards. Notwithstanding the foregoing, the Retention Grant will immediately be fully vested as of the termination date. (ii) Executive will be entitled to vesting of any then-unvested performance-based restricted stock units and shares of restricted stock which are included in any performance-based equity awards granted to Executive pursuant to this Agreement or any other written agreement between Executive and the Company’s normal payroll practices over , but only if the nine performance period for such equity awards ends within twelve (912) month period following months of Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans based upon achievement of the Company as in effect from time to time, on substantially the same terms and conditions as performance objectives within such benefits are provided to employees during the applicable performance period, and reimbursement only if and to the extent that such unvested awards would have vested if Executive had continued employment with the Company through the end of the performance period. All such additional vesting of performance-based equity awards under this Section 5.2(c)(ii) shall be subject to and effective upon the determination by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine Board (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(hor applicable committee) of the Internal Revenue Code requisite level of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andachievement.

Termination by the Company Without Cause or by Executive for Good Reason. Except The Company may cause the REIT Operator to terminate Executive’s employment immediately at any time without Cause (as provided defined in Section 6(f4(i) belowhereof), and Executive may terminate Executive’s employment by resigning for Good Reason (as defined in Section 4(i) hereof) upon a not less than sixty (60) days’ prior written notice of such resignation to the REIT. Upon any such termination of Executive’s employment by the Company without Cause or by Executive for Good ReasonReason (each, a “Qualifying Termination”), the REIT Operator shall pay or provide Executive with the following: (i) The Accrued Benefits; and (ii) if Executive signs a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the REIT Operator shall pay Executive a cash amount equal to two (2) times, if the Qualifying Termination occurs outside the Change-in-Control Window (as defined herein), or three (3) times, if the Qualifying Termination occurs within the Change in Control Window, the sum of (A) Executive’s then-current Base Salary and (B) Executive’s then-current Target Bonus. Subject to Section 24, the amount payable pursuant to this Section 4(d)(ii)(1)shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60th) day following the effective date of Executive’s termination; (2) the Prorated Final Year Target Bonus, payable in a single lump sum with the first payroll date to occur after the sixtieth (60th) day following the effective date of Executive’s termination; (3) the Vesting Acceleration for Time-Based Equity Awards; and (4) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then Executive shall be entitled to receive the Accrued Benefits andPayments during the Applicable Benefits Payment Period, subject to Executive’s execution less withholding for taxes and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8other similar items, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments paid in accordance with the Company’s normal payroll practices over practice of the nine REIT Operator during the Applicable Benefits Payment Period beginning within sixty (960) month period days following the effective date of Executive’s termination date, commencing (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the first payroll effective date of Executive’s termination). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Executive’s continuing entitlement to receive the payments and benefits set forth in Section 4(d)(ii) is also contingent on Executive’s continued compliance in all material respects with the Restrictive Covenants set forth in Section 6 of this Agreement, and in the event that occurs on or after Executive breaches any of the Release Effective Date Restrictive Covenants (as defined belowwhich breach, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date entitlement to any payments and benefits set forth in Section 4(d)(ii) shall immediately cease as of the date of such first payment and breach. For the remaining amounts avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be paid over treated in accordance with the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans terms of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andaward agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause under Section 6(e) or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations Reason under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”6(d): (i) an amount equal as soon as practicable following such termination but no later than ninety (90) days after the Date of Termination, the Company shall pay to nine (9) months of Executive’s : his accrued, but yet unpaid Base Salary at earned through the rate Date of Termination, his accrued, but unpaid Bonus, if any, earned for the year immediately prior to the year in effect on which the date Date of terminationTermination occurs and any accrued, payable in substantially equal installments in accordance with but unused vacation pay through the Company’s normal payroll practices over Date of Termination (the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below“Accrued Obligations”), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;; and (ii) provided Executive does not breach Section 9 or any other term of this Agreement following his termination, in which case all payments under this clause (ii) shall cease, the Company shall pay to Executive, in 12 substantially equal monthly installments, an amount equal to the product of (A) and his eligible dependents timely (B), where (A) is equal to 1/12 and properly elect (B) is equal to continue health care coverage under the Consolidated Omnibus Reconciliation Act sum of 1985 (i) the greater of (x) Executive’s Base Salary in effect on the Date of Termination or (y) Executive’s Base Salary in effect immediately before a reduction of such Base Salary that would constitute Good Reason, plus (ii) Executive’s Bonus (if any) paid or payable to Executive with respect to the fiscal year that ended immediately prior to the fiscal year in which such Date of Termination occurred, with such payments beginning on the first day following the applicable revocation period set forth in the General Release contemplated in this Section 8 (the “COBRASeverance Payment Date”), continued participation by Executive and Executive’s eligible dependents in . Notwithstanding the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months orforegoing, if earlier, until the date Executive is no longer eligible Board (or its delegate) determines in its discretion that severance payments due under this Section 8(a)(ii) are determined to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would be “nonqualified deferred compensation” subject Executive to taxation under Section 105(h) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulationand that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, thenthen such severance payments shall commence no earlier than the first day of the seventh month following the month in which Executive’s termination occurs (the “Specified Employee Severance Payment Date”) (with the first such payment being a lump sum equal to the aggregate severance payments Executive would have received during such six-month period if no such delay had been imposed); for purposes of this Agreement, whether Executive is a “specified employee” will be determined in lieu accordance with the written procedures adopted by the Board subsequent to the execution of reimbursing Executive, this Agreement which are incorporated by reference herein; (iii) the Company shall pay reimburse Executive within ninety (90) days of the Date of Termination pursuant to Section 5(b) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive an amount equal in accordance with the terms and provisions of any agreements, plans or programs of the Company; and (v) with respect to 35,000 of the 48,699 shares of restricted common stock granted to Executive pursuant to the amount Employee Restricted Stock Award Agreement, dated as of February 14, 2007, for purposes of calculating the pro rata vesting contemplated in clause (b) of Section 3 thereof, Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended deemed to assist Executive with costs of health coverage, which Executive may have worked an additional 730 days (but is not required to) obtain through an election to continue health care coverage under COBRA; andin no event shall the numerator exceed 1,095 for purposes of making such calculation).

Termination by the Company Without Cause or by Executive for Good Reason. Except The REIT Operator may terminate Executive’s employment at any time without Cause (as provided in Section 6(f6) belowand Executive may terminate his employment for Good Reason (as provided in Section 6) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. If the Company exercises its right of Non-Renewal under Section 1(b) hereof, upon then termination of the Executive’s employment by reason of such Non-Renewal will be deemed a Termination by the Company without Cause. Upon any such termination of Executive’s employment by the Company without Cause or by Executive for Good ReasonReason during the Term of Employment, Executive shall be entitled to receive the following: (i) The Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination; and, (ii) subject to Executive’s execution and non-revocation satisfaction of the release described in Section 6(g) Release Requirement and Executive’s compliance with Executive’s the obligations under Section 8in Sections 7, 8 and 9: (1) the following Company shall pay Executive cash severance payments and benefits (collectively, the “Severance BenefitsAmount”): (i) an amount equal to nine the Severance Multiple times the sum of (9A) months of Executive’s then-current Base Salary at (disregarding any reduction in Base Salary not approved by Executive) and (B) the rate average of the Annual Bonuses earned by Executive in effect on accordance with Section 3(b) hereof (and/or, if applicable, annual bonuses earned by Executive as an employee of JCap Advisors, LLC) for the date two (2) calendar years preceding the year of termination. If the termination described in this Section 4(c) does not occur during the Change in Control Period (as defined in Section 6), payable subject to Section 28, the Severance Amount will be paid in substantially equal installments in accordance with the Company’s normal payroll practices practice of REIT Operator over the nine twenty-four (924) month period following Executive’s the date of termination, with such installment payments beginning within sixty (60) days following the date of termination date, commencing (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the first payroll date that of termination). If the termination described in this Section 4(c) occurs on or after during the Release Effective Date Change in Control Period (as defined belowin Section 6), provided that the initial payment will include a catch-up payment subject to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive28, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall Severance Amount will be paid in a lump sum at within sixty (60) days following the same time payments under date of termination; (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized if the termination occurs in 2020), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards that are subject solely to time-based vesting conditions will become fully vested as of the effective date of Executive’s termination and Executive’s outstanding equity awards that are subject to performance-based vesting conditions will vest if and to the extent the applicable performance-based vesting conditions are satisfied in the ordinary course, determined as if Executive’s employment had not terminated; provided, however, that any such performance-based award that vests pursuant to this Section 5(e)(i4(c)(ii)(3) commence and is intended to assist Executive with costs will be pro-rated for the actual number of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAdays in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) the Continued Health Care Coverage Benefit described in Section 4(a) with such benefits commencing within sixty (60) days following the date of termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the date of termination).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good ReasonReason (other than as provided in Section 8(e)), then, subject to Section 16(d) hereof, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):8(c). (i) an amount equal The Company shall pay to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodExecutive any Accrued Compensation; (ii) The Company shall pay to Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date within sixty (60) days following the termination date; (iii) The Company shall pay to Executive in a lump sum within the time period set forth in Section 3(b), a pro rata bonus for the year in which Executive’s employment terminates based on the number of days Executive was employed during such year and the Company’s determination of both its attainment of its corporate goals and Executive’s attainment of his personal KPIs; (iv) The Company shall pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 8(c)) for the periods subsequent to the termination date, an amount in cash, equal to one (1) times Executive’s then-current Base Salary, paid in equal installments on the Company’s regular payroll dates during the twelve (12) month period following the date on which Executive executes a release in accordance with Section 16(d) hereof (the “Severance Period”); (v) Each unvested equity award held by Executive at the time of termination that is scheduled to vest within one year of the termination date shall be vested and his immediately settled in the Company’s common shares. Any remaining unvested equity shall be governed by the terms of the applicable plan and/or award agreement; and (vi) If Executive is participating in the Company’s group health insurance plans on the effective date of termination, and Executive timely elects and remains eligible dependents timely and properly elect to continue health care for continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), state or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executivelocal insurance laws, the Company shall pay to Executive an amount equal that portion of Executive’s premiums that the Company was paying prior to the amount Executive would be required to pay effective date of termination for the Severance Period or for the continuation of group health coverage period for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andeligible, whichever is shorter.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided If the Company terminates Executive's employment other than for Cause, or if Executive terminates his employment for Good Reason pursuant to Paragraph 6(d), prior to the expiration of the term of this Agreement, the Company will pay Executive in Section 6(f) belowa single payment the following amount on the fifth day following the Date of Termination, upon a which payment shall be in lieu of any further compensation to Executive under this Agreement for periods subsequent to the Date of Termination (other than accrued vacation days, thrift, pension, retirement, and any applicable disability benefits, including coverage under the Company's life, medical, dental, vision, health insurance plans or equivalent coverage, during the period Executive receives disability benefits, which shall be paid in accordance with the plans, programs and policies relating thereto, notwithstanding termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”employment): (i) an amount equal to nine (9) months Executive's base salary through the Date of Executive’s Base Salary Termination at the rate in effect on at the date time Notice of terminationTermination is given; all accrued paid vacation days to which Executive is entitled hereunder; any expenses for which Executive is entitled to reimbursement hereunder as of the Date of Termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;and (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under One-twelfth (1/12th) of Executive's base salary at the Consolidated Omnibus Reconciliation Act rate in effect at the time Notice of 1985 Termination is given, multiplied by the number of months (“COBRA”), continued participation by Executive and Executive’s eligible dependents in including partial months) until the standard group medical, dental and vision plans then scheduled end of the Company as term of this Agreement, if such termination had not occurred, or 1oo% of Executive's base salary at the rate in effect from at the time Notice of Termination is given, whichever is greater. In addition, the following payments shall be made as soon as practicable after the Date of Termination but in no event later than 30 days thereafter: (iii) Notwithstanding any provision of any deferred compensation plan then in effect delaying or making conditional any such payments, the sum of all amounts to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date which Executive is no longer eligible to receive COBRA continuation coverageentitled under any such deferred compensation plan whether upon termination of Executive's employment or otherwise; providedand (iv) Notwithstanding any provision of any management incentive plan or any other incentive compensation plan then in effect, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required sum of (a) any incentive compensation which has been allocated for the fiscal year preceding that in which the Date of Termination occurs but has not yet been paid, and (b) any award under an incentive compensation plan which has not yet been paid for any period which has been closed prior to the Date of Termination. In addition, the Company shall maintain coverage and pay for continuation of group health coverage all premiums for Executive and his eligible dependents through an election family under COBRA the life, medical, health, dental, vision and disability insurance plans in which Executive participated immediately prior to termination of his employment for nine the remainder of the term of this Agreement as if Executive had not been terminated. Notwithstanding any other term or condition of this Agreement, unless the termination arises out of or in connection with or subsequent to the sale or merger of the Company, the sale of a controlling block of shares in the Company, a sale of the Company's assets or other similar transaction resulting in the replacement of a majority of members of the Board of Directors of the Company, (9a) the payment of Executive's base salary referred to in paragraph 8(b)(ii), shall be limited to a maximum of twenty four (24) months, which (b) the Company may elect to pay Executive's base salary in equal semi-monthly installments on the first and fifteen day of each month and (c) the amount of each monthly payment shall be paid in a lump sum at reduced by fifty per cent (50%) of the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs amount of health coverage, gross income which Executive may receives from any other employment or consulting during the prior month (but is not required to) obtain through an election "Replacement Income"). In the event of any dispute or controversy concerning the amount of Executive's Replacement Income for a month, Company shall pay Executive the full amount of Executive's base salary, less the amount of Replacement Income which Executive acknowledges receiving for that month and shall submit a claim for the disputed amount to continue health care coverage under COBRA; andthe dispute resolution process set forth in paragraph 17 herein. The foregoing payment obligations shall be Executive's sole remedy in the event of the Company's termination of Executive's employment other than for Cause, Executive's termination of his employment for Good Reason or the termination of his employment by reason of expiration of this Agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive for Good Reason. In the event of such a termination (subject to Section 4(d) below), Executive shall be entitled to receive (A) the Accrued Benefits andAmounts, subject and (B) the Severance Amount (as provided below); provided, that Executive shall be entitled to receive the Severance Amount only if (i) Executive has materially complied with, and is in compliance in all material respects with, Sections 5, 6, and 7 of this Agreement, and (ii) Executive executes a general release of all claims and rights that Executive may have against the Company and its related entities and their respective equityholders, members, officers, directors, managers and employees relating to Executive’s execution and non-revocation of the release described employment and/or termination, in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits a form substantially similar to Exhibit A hereto (collectively, the “Release”) within 45 days following the Termination Date, and does not revoke the Release within any applicable revocation period. The Severance Benefits”): Amount shall equal (i) an amount equal one year of the Base Salary rate as of the Termination Date, plus the Target Annual Bonus prorated based on the number of days that Executive is employed during the fiscal year in which the Termination Date occurs, in each case payable in a single lump sum; (ii) payment of any earned but unpaid Annual Bonus for the fiscal year prior to nine the year in which the Termination Date occurs, payable in a single lump sum; (9iii) continuation for 12 months following the Termination Date of any health insurance benefits to which Executive was entitled as of the Termination Date at the same level as active employees (with such benefits to be provided in the form of subsidized COBRA premiums); and (iv) accelerated vesting of the portion of Executive’s Base Salary at then-unvested equity awards subject to time-based vesting that are held by Executive as of the rate Termination Date and which were scheduled to vest within 12 months following the Termination Date. The cash termination payments described in effect on this Section shall be paid to Executive within 60 days following the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below)Termination Date, provided that the initial payment will include a catch-up payment to cover if the period between Executive’s during which Executive may sign the Release straddles two calendar years, then such cash termination date and the date of such first payment and the remaining amounts payments shall be paid over to Executive in the remainder second of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andcalendar years.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event that Executive’s 's employment is terminated by the Company without Cause pursuant to Section 5(f) hereof or by Executive for Good ReasonReason pursuant to Section 5(d) hereof, the Company shall pay to Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above: (i) Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):be paid: (iA) an amount equal to nine (9) months of Executive’s his Base Salary at the rate in effect immediately prior to the effective date of termination on the Company's regular pay days for a period of three (3) years from the effective date of termination as if his employment had continued until the end of such three (3) year period; and (B) an aggregate amount equal to three (3) times the Bonus Average, which shall be paid in equal installments on the Company's regular pay days over the course of thirty-six (36) months from the effective date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;. (ii) provided Executive and his eligible dependents timely and properly elect shall be entitled to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group to receive medical, dental and vision plans insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company as immediately prior to the effective date of termination for a period of three (3) years from the effective date of termination, or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in effect from time to timeany such plan, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by program or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program or arrangement for such period. (iii) All of Executive's then outstanding options to purchase shares of the monthly COBRA premium paid by Executive for him Company's common stock shall be vested and his eligible dependents for nine (9) months orexercisable in accordance with the terms of the Governing Stock Option Plan, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverageas then in effect; provided, however, in the event that if the Company determines that such provisions would subject terminates Executive's employment without Cause or Executive to taxation under Section 105(h) of terminates his employment with the Internal Revenue Code of 1986, as amended (Company for Good Reason within the “Code”)one-year period preceding, or otherwise violate any healthcare law or regulationwithin the two-year period following, thena "Change of Control", in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid the compensation and benefits provided for in a lump sum at Section 7 hereof rather than the same time payments under compensation and benefits provided for in this Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and6(f).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate Executive’s employment by the Company without Cause Cause, or by Executive may terminate his employment for Good Reason. In either such event, Executive shall be entitled to the following compensation: 6.3.1. Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation Base Salary earned but unpaid as of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months date of Executive’s Base Salary at the rate in effect on the date of termination, payable and any other payments and/or benefits which Executive is entitled to receive under any of the Benefit Plans. These payments will be made in substantially equal installments compliance with Minnesota law or in accordance with any event within fourteen (14) days after termination. 6.3.2. Upon execution of a general release of claims against the Company’s normal payroll practices over Company in a form acceptable to the nine Company and after the expiration of any applicable rescission or revocation period, all before the end of the sixty (960) month day period following Executive’s termination dateof employment, commencing on he will receive: (i) Base Salary in effect at the first payroll date that occurs on or after time of the Release Effective Date termination for the longer of (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over a) the remainder of the Agreement Period following the termination of Executive’s employment with the Company or (b) a period of twelve (12) months (the “Without Cause Continuation Period”), in the manner and at such nine (9) month period; times as the Base Salary otherwise would have been payable to Executive; (ii) provided a prorated bonus earned by Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”)Incentive Bonus Plan, continued participation by Executive calculated and due only through the Executive’s eligible dependents in last day worked with the standard group medicalCompany, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum payable at the same time as annual bonuses are paid to the Company’s other executive officers after the end of the year in which the bonus was earned, but no later than 180 days following the end of that year; and (iii) continuation at the Company’s then share of the expense for the lesser of (A) the Without Cause Continuation Period, or (B) until Executive obtains comparable replacement coverage, of medical and dental benefits in effect under COBRA as of the date of termination of employment. Notwithstanding the foregoing, certain payments under this paragraph (b) may be delayed pursuant to Section 5(e)(i7.2. 6.3.3. Notwithstanding anything stated in any other agreement between the Company and Executive that may be construed to the contrary, if Company terminates Executive’s employment without Cause, or Executive terminates his employment for Good Reason after the first anniversary of the Effective Date, then (i) commence the Company will cause any unvested portion of Executive’s stock options to vest immediately in full to the extent not already vested, and is intended any such stock options will be exercisable for the full remaining portion of their term, and (ii) Executive’s Equity Appreciation Right Units will vest and be payable in full on the redemption date according to assist the terms thereof. 6.3.4. If the termination results in a loss of unvested benefits for Executive with costs under any pension or profit-sharing plan and/or the Executive Life Insurance Plan, the Company will use its best efforts to provide benefits of health coverage, which comparable value to Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andduring the Without Cause Continuation Period.”

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in In addition to payment of the Accrued Compensation due to Executive pursuant to Section 6(f) below5.1 hereof, upon a termination of if the Company terminates Executive’s employment hereunder without Cause during the Term (other than due to Executive’s death or disability (as described in Section 4.5)), or if the Company notifies Executive of its intention not to renew the Term in accordance with Section 1 (other than in circumstances described in Section 5.3(II) below (Change in Control)), and Executive’s employment thereafter accordingly is terminated by the Company without Cause upon the expiration of the Term, or if Executive terminates his employment hereunder for Good Reason and Section 5.3 does not apply, then the Company will provide the following severance payments, benefits and entitlements to Executive (provided, however, that the Company will not have any obligation to pay any amounts under Sections 5.2(a) and (b) or to provide the benefits and entitlements described in Sections 5.2(c) and (d) unless and until after Executive has executed a release of claims favoring the Company in substantially the form attached as Exhibit B hereto, as such form may be modified by the Company for purposes of compliance with applicable legal requirements and as appropriately modified to provide for the payments, benefits and other entitlements to which Executive is entitled pursuant to this Section 5.2, within sixty (60) days of his termination date and until after the expiration of any revocation periods required by applicable law): (a) The Company will make a lump-sum payment equal to a pro rated portion of the average Bonus Compensation received by Executive for Good Reasonthe two calendar years (or such lesser number of years for which he was employed by the Company) prior to the calendar year in which termination occurs (based upon the number of days in the year of termination through his termination date relative to 365) less any required taxes and withholdings, Executive shall be entitled to receive payable on the Accrued Benefits and, subject to Executive’s execution and nonsixty-revocation of eighth (68th) day following the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):termination date; (ib) an amount equal to nine (9) months of Executive’s The Company will continue paying Executive his annual Base Salary at the rate in effect on the termination date, less any required taxes and withholdings, for a period of twenty-four (24) months after the termination date, except that the first payment shall be made on the sixty-eighth (68th) day following the termination date and such first payment shall include all payments that would otherwise have been made between the date of terminationtermination and the first payment date; and (i) With respect to any stock options, payable stock appreciation rights, restricted stock units and shares of restricted stock granted to Executive pursuant to this Agreement or pursuant to any other written agreement between Executive and the Company that remain subject only to time-based vesting requirements, Executive will be entitled to twelve (12) months accelerated vesting such that all of such options, stock appreciation rights, restricted stock and restricted stock units will be vested as if Executive’s termination date were twelve (12) months later and as if Executive’s time-based stock options, stock appreciation rights, restricted stock and restricted stock units vested on a monthly basis (rather than on an annual basis) from the date of grant. Except as provided in substantially equal installments Section 5.2(c)(ii) below, all of Executive’s stock options, stock appreciation rights, restricted stock units and restricted stock (whether subject to time-based and/or performance-based vesting) which remain unvested after giving effect to the acceleration provided for in accordance with the preceding sentence will be forfeited as of the termination date. Pursuant to Executive’s equity award agreements, Executive will have such period as provided in the applicable equity award agreement to exercise any such time-based vested stock options or stock appreciation rights that remain outstanding, but in no event shall Executive be able to exercise any equity awards later than the specified expiration dates of such awards. (ii) Executive will be entitled to vesting of any then-unvested performance-based restricted stock units and shares of restricted stock which are included in any performance-based equity awards granted to Executive pursuant to this Agreement or any other written agreement between Executive and the Company’s normal payroll practices over , but only if the nine performance period for such equity awards ends within twelve (912) month period following months of Executive’s termination date, commencing on based upon achievement of the first payroll date performance objectives within such performance period, and only if and to the extent that occurs on such unvested awards would have vested if Executive had continued employment with the Company through the end of the performance period. All such additional vesting of performance-based equity awards under this Section 5.2(c)(ii) shall be subject to and effective upon the determination by the Board (or applicable committee) of the requisite level of achievement. Notwithstanding the foregoing or anything in this Agreement to the contrary, Executive will not receive any of the severance payments, benefits, and entitlements set forth in this Section 5.2 if Executive remains a member of the Company’s Board after termination of Executive’s employment. However, such continued Board service as a member of the Release Effective Date (as defined below), provided that Board following termination of Executive’s employment will constitute continuous service for purposes of vesting of any of Executive’s then-unvested equity grants at the initial payment will include a catch-up payment to cover the period between time of Executive’s termination date of employment as President and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Chief Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans Officer of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andCompany.

Termination by the Company Without Cause or by Executive for Good Reason. Except The Company may terminate Executive’s employment at any time without Cause (as provided defined in Section 6(f6) below, and Executive may terminate his employment for Good Reason (as defined in Section 6) upon a not less than 60 days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment by the Company without Cause or by Executive for Good ReasonReason during the Term of Employment, Executive shall be entitled to receive the following: (i) The Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination; and, (ii) subject to Executive’s execution and non-revocation satisfaction of the release described in Section 6(g) Release Requirement and Executive’s compliance with Executive’s the obligations under Section 8in Sections 7, 8 and 9: (1) the following Company shall pay Executive cash severance payments and benefits (collectively, the “Severance BenefitsAmount”): (i) an amount equal to nine the Severance Multiple times the sum of (9A) months of Executive’s then- current Base Salary at (disregarding any reduction in Base Salary not approved by Executive) and (B) Executive’s Target Annual Bonus for the rate then-current calendar year. If the termination described in effect on this Section 4(c) does not occur during the date of terminationChange in Control Period (as defined in Section 6), payable the Severance Amount will be paid in substantially equal installments in accordance with the Company’s normal payroll practices practice of the Company over the nine (9) 18 month period following Executive’s the date of termination, with such installment payments beginning within 60 days following the date of termination date, commencing (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the first payroll date that of termination). If the termination described in this Section 4(c) occurs on or after during the Release Effective Date Change in Control Period (as defined belowin Section 6), provided that the initial payment Severance Amount will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at within 60 days following the same time payments under Section 5(e)(idate of termination; (2) commence and is intended within 60 days following the date of termination, the Company shall pay Executive an amount equal to assist Executive with costs Executive’s Target Annual Bonus for the then-current calendar year, pro-rated for the number of health coverage, which Executive may days in such calendar year ending on the date of Executive’s termination of employment; (but is not required to3) obtain through an election Executive’s outstanding equity awards that are subject solely to continue health care coverage under COBRAtime-based vesting conditions will become fully vested as of the date of Executive’s termination (treatment of equity awards subject to performance-based vesting conditions will be addressed in the applicable award agreements); and (4) the Continued Health Care Coverage Benefit described in Section 4(a). The Continued Health Care Coverage Benefits will commence within 60 days following the date of termination (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination).

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If the Executive’s employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive (a) a lump sum payment payable on the Accrued Benefits and, subject to first regular payroll pay date following the Executive’s execution and non-revocation of the a release as described in Section 6(g) 7.5 and Executive’s compliance with Executive’s obligations under Section 8expiration of any applicable revocation period contained within any such release, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months the sum of the Executive’s Base Salary at and Executive’s target EVP for the rate in effect current calendar year; (b) Executive’s EVP for that year, pro-rated and paid through the Executive’s Date of Termination and based on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over actual performance as measured during the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents ordinary annual performance for all executives participating in the standard group medical, dental and vision plans of EVP; (c) monthly reimbursement for the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him Executive and his eligible her dependents for nine a period of twelve (912) months orfollowing the Date of Termination; (d) the immediate vesting of all RSUs described in Section 5.3(b); and (e) all compensation and benefits payable to the Executive through the Date of Termination under the terms of this Agreement or any compensation or benefit plan, program or arrangement maintained by the Company and in which Executive participated as of the Date of Termination. In addition, if earlierthe Executive’s employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason on or before December 31, until 2022, (i) the date Executive is no longer eligible shall be entitled to receive COBRA continuation coverage; provided, however, a lump sum payment in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount product of (x) fifty percent (50%) of the total number of Initial PSUs granted pursuant to Section 5.3(a) (i.e., 37,500) and (y) the closing price of Avangrid, Inc.’s common share price on the Date of Termination and (ii) the Executive would be required will remain eligible to pay for continuation vest, subject to the attainment of group health coverage for Executive the Performance Conditions as measured at the end of the regular performance period and his eligible dependents through an election under COBRA for nine provided that the performance attainment level is at least 50%, in a number of the Initial PSUs equal to fifty percent (950%) monthsof the total number of Initial PSUs granted pursuant to Section 5.3(a) (i.e., 37,500) multiplied by a fraction, the numerator of which amount is the total number of days from and after the Effective Date and the denominator of which is the total number of days during the period beginning on the Effective Date and ending on December 31, 2022 (the “Pro Rata PSU Amount”). For the avoidance of doubt, (i) in the event that, based on the actual level of attainment of the Performance Conditions, the Initial PSUs are earned at a level that is at least 50% but less than 100%, such actual earned percentage shall be applied against the Pro Rata PSU Amount, and (ii) in the event that, based on the actual level of attainment of the Performance Conditions, the Initial PSUs are earned at a level below 50%, no portion of the Pro Rata PSU Amount shall vest. Subject to earlier payment as may be provided under the PSU Award Agreement, the number of PSUs that vest in accordance with the foregoing will be determined as soon as practicable after December 31, 2022 and, to the extent earned, such PSUs will be paid in to Executive not later than such date as is necessary to cause the Initial PSUs to qualify as a lump sum “short-term deferral” pursuant to Treasury Regulation Section 1.409A-1(b)(4). With respect to any PSUs issued after the execution of this Agreement (not including, for the avoidance of doubt, the Initial PSUs) (“Subsequent PSUs”) which remain unvested upon the Date of Termination, if the Executive’s employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason on or after January 1, 2023, the Executive will remain eligible to vest, subject to the attainment of the Performance Conditions as measured at the same time payments under Section 5(e)(iend of the regular performance period) commence in the total number of Subsequent PSUs issued multiplied by a fraction, the numerator of which is the total number of days from and after the commencement of the performance period for such Subsequent PSUs that Executive was employed with the Company and the denominator of which is intended to assist Executive the total number of days during the performance period for such Subsequent PSUs. The payment of any such Subsequent PSUs shall be made in accordance with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andthe applicable PSU award agreement governing such Subsequent PSUs.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment hereunder is terminated by the Company without Cause Cause, or by Executive for Good Reason, then: 1. the Company shall pay to Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine Executive’s accrued but unpaid then-current Base Salary and Deferred Initial Bonus Amounts, as well as any unpaid expense reimbursements or similar cash entitlements, pursuant to the applicable policies of the Company and its Affiliates, through the Termination Date, but excluding any payments or benefits with respect to vacation time; 2. provided that the Offtake Condition is achieved prior to the Termination Date as determined by the Board in good faith, the Company shall pay to Executive an amount equal to (9x) months one hundred percent (100%) of Executive’s Base Salary at Salary; plus (y) one hundred percent (100%) of the rate largest Annual Bonus paid to (or due to be paid to) Executive for the year in effect on which the date Termination Date occurred or any year in the three (3)-calendar year period immediately preceding the Termination Date, which shall be paid in a single lump sum within fourteen (14) calendar days of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), Termination Date; 3. provided that the initial payment will include a catch-up payment Offtake Condition is achieved prior to cover the period between Executive’s termination date and Termination Date as determined by the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Board in good faith, if Executive and his eligible dependents timely and properly elect to continue health care elects continuation coverage under COBRA, then the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Company shall pay the COBRA premiums for Executive and Executive’s eligible dependents in directly to the standard group medical, dental and vision plans applicable insurer(s) until the earliest of: (x) the eighteen (18)-month anniversary of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine Termination Date; (9y) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in and (z) the event the Company determines that date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source (such provisions would subject Executive period referred to taxation under Section 105(h) of the Internal Revenue Code of 1986, herein as amended (the “CodeCOBRA Continuation Period”)); 4. provided that the Offtake Condition is achieved prior to the Termination Date as determined by the Board in good faith, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing to the extent not yet paid to Executive, the Company shall pay to Executive an (x) the amount equal of Executive’s Annual Bonus for the last full year during which Executive performed services for the Partnership Parties, and (y) the amount of Executive’s Annual Bonus for the current year, based on Executive’s Annual Bonus for such last full year and pro-rated based on Executive’s Termination Date, which amounts shall be payable at the time, and to the amount Executive would be required extent that, such Annual Bonus amounts are payable to pay for continuation similarly situated executive officers of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount the Company; and 5. the treatment of each long-term incentive compensation award shall be paid governed by the terms and conditions of the applicable award agreement for such award and the Plan or similar incentive award program under which such award was granted; provided, that, as a condition to receiving the benefits described in the above paragraphs 2-4, Executive must sign and return a release of all known and unknown claims in a lump sum at termination agreement that is acceptable to the same time payments under Section 5(e)(iCompany within the applicable deadline set forth therein, but in no event later than forty-five (45) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; anddays after the Termination Date.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided In addition to the compensation and benefits described in Section 6(f6(a) belowhereof, upon a termination of if the Company terminates Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive during the Accrued Benefits and, subject Term (other than due to Executive’s execution death or disability) or if Executive terminates his employment for Good Reason (except pursuant to Section 5(d)(ii)), and non-revocation of provided that Executive executes and does not revoke a general release in a form acceptable to the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8Company (the “Release”), the Company will provide the following severance payments and benefits (collectively, the “Severance Benefits”):to Executive: (i) an amount The Company will make a lump sum payment equal to nine two (92) months times the average of Executive’s the Annual Bonuses actually awarded to Executive over the previous two years, less any required taxes and withholdings, payable within sixty (60) calendar days of the termination date; (ii) The Company will continue paying Executive his annual Base Salary at the rate in effect on the date termination date, less any required taxes and withholdings, for a period of terminationtwenty-four (24) months after the termination date. Such Base Salary shall be paid, payable subject to Section 6(g), on the fifth business day of each month commencing on the month immediately following the eighth day after Executive executes and does not revoke the Release; (iii) The Company will continue Executive’s participation in substantially equal installments in accordance with the Company’s normal payroll practices over health benefits at the nine same level as in effect on the termination date for a period of eighteen (918) month period following months after the termination date or until Executive is eligible for equivalent health benefits from another employer, whichever is sooner. If the Company’s health benefit plans or programs do not allow for Executive’s continued participation in such plans or programs after termination dateof employment, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment Company agrees to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided reimburse Executive and his eligible dependents timely and properly elect to continue health care for continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) reimbursement will be conditioned upon Executive’s timely election of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care continued coverage under COBRA; and (iv) Executive will be entitled to twelve (12) months acceleration of the vesting of all shares subject to any stock option, such that all options will be exercisable and vested on Executive’s termination date as if Executive’s termination date were twelve (12) months later. After giving effect to the acceleration provided for in the preceding sentence, any unvested shares will be forfeited as of the termination date. Notwithstanding the foregoing, if Executive terminates his employment for Good Reason pursuant to Section 5(d)(ii), then Executive shall be entitled to the compensation and benefits described in Section 6(a) hereof and, provided that Executive executes and does not revoke the Release, all of the benefits specified in Section 6(b) except that (i) he shall only be entitled to a lump sum payment equal to one (1) times the average of the Annual Bonus actually awarded to Executive over the previous two years and (ii) the Company shall continue paying his annual Base Salary at the rate in effect on the termination date (less any required taxes and withholdings) for a period of twelve (12) months after the termination date, such Base Salary to be paid, subject to Section 6(g), on the fifth business day of each month commencing on the month immediately following the eighth day after Executive executes and does not revoke the Release.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If the Company terminates Executive’s employment by the Company without Cause Cause, or by if Executive terminates employment for Good Reason, or if the Company notifies Executive pursuant to Section 2.3 that the Term of this Agreement shall not be extended, Executive shall be entitled to receive the following. 4.2.2.1 If the termination occurs and there has been no Change in Control: i. The Company shall pay Executive the Accrued Benefits and, subject to Executive’s execution and nonObligations; ii. For a period of twenty-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits four (collectively, the “Severance Benefits”): (i) an amount equal to nine (924) months following the effective date of Executive’s Base Salary at the rate in effect on the date of termination, the Company shall continue to pay Executive his Base Salary, payable in substantially equal installments in accordance with according to the Company’s normal payroll practices over practices, provided, however, that the nine (9) month period payments for the first six months following Executive’s termination date, commencing on in excess of the first payroll date that occurs on or after lesser of (i) two times the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date Base Salary, and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided $490,000 (or such greater amount as may then be permitted under Treasury Regulation 409A-1(b)(9)(iii)(A) or any successor thereto), shall be deferred, and shall not be paid, until the first day of the seventh month following Executive’s termination; iii. If Executive and his eligible dependents timely and properly elect elects to continue his group health care coverage benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially shall reimburse Executive for the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium premiums paid by Executive for him Executive’s COBRA continuation coverage for a period of up to eighteen (18) months; iv. The Company shall pay the premiums to continue basic life, supplemental life and his eligible dependents for nine disability insurance coverage maintained by Executive through the Company (9) months or, if earlierthe terms of such plans do not permit coverage of former employees, until the Company shall pay the premiums for insurance providing substantially the same coverage) for a period of eighteen (18) months following the effective date of Executive’s termination; and v. All outstanding stock options and stock grants held by Executive at the effective date of Executive’s termination that would, by their terms, vest within twelve (12) months of the effective date of Executive’s termination shall become fully vested as of the effective date of Executive’s termination; notwithstanding the foregoing, any Shares that are unvested as of the effective date of Executive’s termination shall be forfeited. 4.2.2.2 If termination occurs within twenty-four (24) months following a Change in Control or if Executive is no longer eligible to receive COBRA continuation coverage; provided, however, terminated and a Change in the event Control occurs within ninety (90) days following his termination: i. the Company determines that such provisions would subject shall pay Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, Accrued Obligations; ii. As severance pay and in lieu of reimbursing any further salary for periods subsequent to the effective date of Executive’s termination, the Company shall pay to Executive in a single payment within thirty days after termination an amount in cash equal to (i) two (2) times the amount Executive would be required higher of (A) Executive’s annual Base Salary at the rate in effect just prior to pay the time a Notice of Termination is given or (B) Executive’s annual Base Salary in effect immediately prior to the Change in Control, plus (ii) two (2) times the higher of (A) Executive’s target bonus for continuation the year in which a Notice of group health coverage Termination is given or (B) Executive’s target bonus for the year in which the Change in Control occurs; iii. For a twenty-four (24) month period after the effective date of Executive’s termination, the Company shall arrange to provide Executive and his eligible Executive’s dependents through an election under COBRA for nine (9) monthswith basic life, which amount supplemental life, accident, medical and dental insurance benefits substantially similar to those Executive was receiving immediately prior to the Change in Control. Notwithstanding the foregoing, the Company shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended not provide any benefit otherwise receivable by Executive pursuant to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andthis Subsection 4.2.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f(a) below, upon a termination of The Company may terminate Executive’s 's employment at any time for any reason. If Executive's employment is terminated by the Company without Cause (as defined in Section 6.4 hereof) (other than as a result of Executive's death or by Permanent Disability (as defined in Section 6.2 hereof)) or if Executive terminates his employment for Good ReasonReason (as defined in Section 6.1 (c) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.3 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, in connection with such termination Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): following: (i) an amount equal to nine (9A) months of one times Executive’s 's Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s if such termination date, commencing on occurs prior to the first payroll date that anniversary of the Commencement Date or (B) two times Executive's Base Salary if such termination occurs on or after the Release Effective Date (first anniversary of the Commencement Date, in either case at the annual rate as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and of the date of such first termination under this Section 6.1(a), payable over the twelve month period following the Termination Date in substantially equal installment payments and in accordance with the normal payroll practices of the Company; (ii) a cash lump sum payment in respect of (x) accrued but unused vacation days (the "Vacation Payment"), (y) compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the "Compensation Payment") and (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with the respective terms thereof for a period ending on the earlier of (A) the second anniversary of the date of termination under this Section 6.1(a) or (B) the date on which Executive becomes covered under comparable benefit plans of a new employer. (b) The Vacation Payment, the Compensation Payment, and the remaining amounts Expense Payment shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company to Executive within 30 days after the termination of Executive's employment by check payable to the order of Executive or by wire transfer to an account specified by Executive. (c) For purposes of this Agreement, "Good Reason" shall mean any of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine following (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing without Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and's express prior written consent):

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment and the Term is terminated by the Company without Cause Cause, or by Executive for Good Reason, Executive shall be entitled entitled, in addition to receive the Accrued Benefits and, Rights and subject to Executive’s execution continued compliance with this Agreement and the LTI Agreements, and Executive’s execution, delivery and non-revocation of an effective release of all claims against the release described Company Group in Section 6(gthe form attached hereto as Exhibit A (the “Release”) and within the sixty (60) day period following the date of the termination of Executive’s compliance with Executive’s obligations under Section 8, employment (the “Release Period”) to receive: (a) equal or substantially equal payments over the twelve (12)-month period following severance payments and benefits the date of termination (collectively, the “Severance BenefitsPeriod”): (i) ), in an aggregate amount equal to nine one (91) months of times (x) Executive’s then-current Base Salary at plus (y) the rate Target Bonus, with such amounts to be paid in effect accordance with regular payroll practices, less applicable withholdings and taxes; (b) Executive’s Annual Bonus for the year in which the Termination Date occurs with payment based on actual performance during the date year of termination, pro-rated to reflect the number of days during the bonus year in which Executive was employed by the Company; (c) provided that Executive timely elects COBRA (as defined below) coverage, a taxable subsidy (the “COBRA Subsidy”) to participate in the Company’s medical, dental and vision plans, in an amount, on an after-tax basis, that is equal to the employer-paid portion for active employees who elect the same type of coverage (e.g., individual only, individual plus family, etc.) through the earlier of the end of the twelve (12)-month period immediately following the Termination Date and the time at which Executive becomes eligible for group health coverage from another employer, with such subsidies payable by the Company on a monthly basis in substantially equal installments not later than the end of the month to which they relate. Executive must notify the Company within seven (7) days of learning that he will become eligible to for group health coverage from another employer. (d) full accelerated vesting upon the Termination Date of all Cash Awards granted pursuant to Section 2.5 above, with such Cash Awards to be paid out within sixty (60) days of the Termination Date in the form of a lump sum in cash equal to their value; and (e) full accelerated vesting upon the Termination Date of all RSUs granted pursuant to Section 2.5 above, with such RSUs to be paid out within sixty (60) days of the Termination Date in the form of a lump sum in cash equal to the lesser of (i) the sum of (a) the fair market value of the unvested Intel restricted stock units and unvested Intel outperformance share units (with performance determined in accordance with Section 7.1(j) of the Subscription Agreement) and (b) the spread value of the unvested Intel stock options, in each case, for which they were substituted and determined as of the closing of the transactions contemplated by the Subscription Agreement and (ii) the Fair Market Value of the RSUs at the time of termination of Executive’s employment with the Company’s normal payroll practices over . If the nine Release Period spans two (92) month period following Executive’s termination datecalendar years, commencing then payments that would otherwise have been made prior to the end of the Release Period will be made, after the release becomes irrevocable, in the form of a lump sum on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsecond calendar year.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided If the Company terminates Executive's employment other than for Cause, or if Executive terminates his employment for Good Reason pursuant to Paragraph 6(d), prior to the expiration of the term of this Agreement, the Company will pay. Executive in Section 6(f) belowa single payment the following amount on the fifth day following the Date of Termination, upon a which payment shall be in lieu of any further compensation to Executive under this Agreement for periods subsequent to the Date of Termination (other than accrued vacation days, thrift, pension, retirement, and any applicable disability benefits, including coverage under the Company's life, medical, dental, vision, health insurance plans or equivalent coverage, during the period Executive receives disability benefits, which shall be paid in accordance with the plans, programs and policies relating thereto, notwithstanding termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”employment): (i) an amount equal to nine (9) months Executive's base salary through the Date of Executive’s Base Salary Termination at the rate in effect on at the date time Notice of terminationTermination is given; all accrued paid vacation days to which Executive is entitled hereunder; any expenses for which Executive is entitled to reimbursement hereunder as of the Date of Termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period;and (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under One-twelfth (1/12th) of Executive's base salary at the Consolidated Omnibus Reconciliation Act rate in effect at the time Notice of 1985 Termination is given, multiplied by the number of months (“COBRA”), continued participation by Executive and Executive’s eligible dependents in including partial months) until the standard group medical, dental and vision plans then scheduled end of the Company as term of this Agreement, if such termination had not occurred, or 100% of Executive's base salary at the rate in effect from at the time Notice of Termination is given, whichever is greater. In addition, the following payments shall be made as soon as practicable after the Date of Termination but in no event later than 30 days thereafter: (iii) Notwithstanding any provision of any deferred compensation plan then in effect delaying or making conditional any such payments, the sum of all amounts to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date which Executive is no longer eligible to receive COBRA continuation coverageentitled under any such deferred compensation plan whether upon termination of Executive's employment or otherwise; providedand (iv) Notwithstanding any provision of any management incentive plan or any other incentive compensation plan then in effect, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required sum of (a) any incentive compensation which has been allocated for the fiscal year preceding that in which the Date of Termination occurs but has not yet been paid, and (b) any award under an incentive compensation plan which has not yet been paid for any period which has been closed prior to the Date of Termination. In addition, the Company shall maintain coverage and pay for continuation of group health coverage all premiums for Executive and his eligible dependents through an election family under COBRA the life, medical, health, dental, vision and disability insurance plans in which Executive participated immediately prior to termination of his employment for nine the remainder of the term of this Agreement as if Executive had not been terminated. Notwithstanding any other term or condition of this Agreement, unless the termination arises out of or in connection with or subsequent to the sale or merger of the Company, the sale of a controlling block of shares in the Company, a sale of the Company's assets or other similar transaction resulting in the replacement of a majority of members of the Board of Directors of the Company, (9a) the payment of Executive's base salary referred to in paragraph 8(b)(ii), shall be limited to a maximum of twenty-four (24) months, which (b) the Company may elect to pay Executive's base salary in equal semi-monthly installments on the first and fifteen day of each month and (c) the amount of each monthly payment shall be paid in a lump sum at reduced by fifty per cent (50%) of the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs amount of health coverage, gross income which Executive may receives from any other employment or consulting during the prior month (but is not required to) obtain through an election "Replacement Income"). In the event of any dispute or controversy concerning the amount of Executive's Replacement Income for a month, Company shall pay Executive the full amount of Executive's base salary, less the amount of Replacement Income which Executive acknowledges receiving for that month and shall submit a claim for the disputed amount to continue health care coverage under COBRA; andthe dispute resolution process set forth in paragraph 17 herein. The foregoing payment obligations shall be Executive's sole remedy in the event of the Company's termination of Executive's employment other than for Cause, Executive's termination of his employment for Good Reason or the termination of his employment by reason of expiration of this Agreement.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of In the event Executive’s employment is terminated by the Company without Without Cause or by Executive for Good Reason at any time prior to the end of the Term specified in Section 1 hereof, the Company shall pay to Executive (A) his Base Salary through the Date of Termination and (B) his Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, in each case to the extent not yet paid, within thirty (30) days after the Date of Termination. In addition, in the event that a Separation (as defined below in Section 0) occurs because Executive’s employment is terminated by the Company Without Cause or by Executive for Good Reason, in either case, prior to the end to the Term specified in Section 1 hereof, subject to the effectiveness of Executive’s execution of a general release and waiver of all claims against the Company, its Affiliates and their respective officers and directors in the form substantially similar to the Separation Agreement and General Release attached hereto as Exhibit A (the “Separation Agreement”), and subject to Executive’s compliance with the terms and conditions contained in this Agreement, Executive (or, following his death, Executive’s estate) shall be entitled to receive (C) the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months continuation of Executive’s Base Salary at for the rate in effect two-year period beginning on the date Date of terminationTermination (the “Severance Period”), payable in substantially equal installments in accordance with (D) continued coverage under the Company’s normal payroll practices over group health care plan through the nine (9) month period following Executive’s termination date, commencing on earlier of the first payroll date that occurs on or after end of the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date Severance Period and the date the Executive becomes eligible for coverage under another group health care plan and (E) a pro rata portion of the earned amount of Executive’s Annual Bonus for the year in which the Date of Termination occurs. The “earned amount” of Executive’s Annual Bonus for the year in which the Date of Termination occurs shall be calculated based on the Company’s actual results (or projected results, as may be applicable) in such first payment year to date (prior to the termination). Such pro rata portion shall be equal to the earned amount of the Annual Bonus multiplied by a fraction, the numerator of which is the number of days of service that Executive completed in such year and the remaining amounts denominator of which is 365. The salary continuation payments shall commence within 60 days after the Date of Termination and, upon commencement, shall be made retroactively to the Date of Termination. The pro rata portion of the Annual Bonus calculated above shall be paid over within 60 days after the remainder Date of Termination. Equity awards held by the Executive on the Date of Termination shall be governed by the applicable option plans and/or agreements for such nine (9) month period; (ii) provided Executive awards. Notwithstanding the foregoing, and his eligible dependents timely again subject to the execution and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans effectiveness of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, howeverSeparation Agreement, in the event that the Company determines that such provisions would subject terminates Executive's employment Without Cause or Executive terminates his employment for Good Reason, in either case prior to taxation under Section 105(h) the second anniversary of the Internal Revenue Code Effective Date, the Board of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu Directors of reimbursing Executive, the Company shall pay take all appropriate action to allow Executive an amount equal to become immediately vested in 187,500 shares of Company common stock underlying the amount Executive would be required to pay for continuation Service Option, 187,500 shares of group health coverage for Executive Company common stock underlying the Sign-on Option and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at 18,750 shares of the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andSign-on RSUs.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate Executive’s 's employment by at any time for any reason or no reason and Executive may terminate Executive's employment with the Company without Cause for Good Reason. If during the Term the Company terminates Executive's employment and the termination is not covered by Section 4.2 or by 4.3, or Executive terminates his employment for Good Reason, Executive shall be entitled receive: (a) any Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (b) a lump sum severance payment upon termination equal to eighteen (18) months Annual Salary and Automobile Allowance; (c) a pro-rata portion of any bonus Executive would have received pursuant to Section 2.2 had Executive remained employed for the full calendar year during which such termination occurred, based on the number of days Executive was actually employed by the Company during the applicable year. (d) reimbursement for COBRA payments equal to Executive's regular monthly contributions toward Executive's health insurance benefits for the eighteen (18) months following such termination date if Executive elects COBRA benefits; (e) continuation of the contributions to a supplemental retirement plan as provided by Section 2.3 hereof which would have been required had Executive continued as an employee of the Company for a period of eighteen (18) months following such termination pro rated for any partial year (e.g., if Executive is terminated on March 18, 2005, Executive will continue to receive the Accrued Benefits andfull Fourth Anniversary payment of $125,000 on December 18, subject to Executive’s execution 2005 and nonthree-revocation quarters of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8Fifth Anniversary payment of $150,000, the following severance payments and benefits (collectivelyor $112,500, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of terminationDecember 18, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below2006), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (iif) provided acceleration and immediate vesting of all stock options to purchase shares of the Company's Common Stock granted to Executive which would have vested and his eligible dependents timely and properly elect become exercisable pursuant to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), scheduled vesting for such options had Executive continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans as an employee of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable periodfor eighteen (18) months, and reimbursement by following such termination; and (g) the Company right to exercise any and all vested stock options to purchase shares of the monthly COBRA premium paid Company's Common Stock then held by Executive for him and his eligible dependents for nine a period of twelve (912) months following such termination or, if earliersuch termination occurs within twenty-four (24) months following a corporate transaction or change in control (as those terms are defined in the applicable stock option agreements and not as defined herein), until the date Executive is then for a period of eighteen (18) months following such termination (after which they shall expire and no longer eligible to receive COBRA continuation coveragebe exercisable); provided, however, that in no event shall the exercise period extend later than the expiration term of such option as set forth in the applicable Notice of Grant. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as a result of a Change in Control pursuant to Section 4.1(c)(vi), the effective date of the termination of his employment shall be three (3) months following receipt of notice thereof to the Company determines that (or such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, earlier date as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay elect) and during such period Executive shall continue as Chief Executive Officer of the Company and to provide substantially all of his business time and effort to the Company. In the event that the Company elects not to have Executive continue his employment as Chief Executive Officer for the full three (3) month period following receipt of such notice, Executive agrees to make himself reasonably available for any remaining portion of such three (3) months period to perform such acts and consult with the Company regarding such matters as reasonably requested by the Company to ensure the orderly and efficient transition of Executive duties. If Executive is re-employed by the Company or any successor of the Company following his termination for Good Reason as a result of a Change in Control within one (1) year of the Change of Control, Executive shall reimburse the Company for any payments made to Executive an amount equal pursuant to Section 4.4 (b) and (e) above. In order to be eligible to receive the benefits specified under Sections 4.4(b)-(g), Executive must execute a general release of claims in a form reasonably acceptable to the amount Executive would be required to pay for continuation of group health coverage for Company and Executive and his eligible dependents through an election under COBRA for nine (9) monthssigned by Executive. Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, which amount or any other rights hereunder, except as otherwise provided in the plans and policies of the Company. In the event Executive is terminated by the Company pursuant to this Section 4.4, Executive shall be paid in not have a lump sum at duty to seek substitute employment and the same time payments under Section 5(e)(i) commence and is intended Company shall not have the right to assist offset any compensation due Executive with costs against any compensation or income received by Executive after the date of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsuch termination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated at any time during the Term by the Company without Cause or by Executive for Good Reason, subject to Section 10(e) of this Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):to: (i) (A) within ten (10) days following such termination, (i) payment of Executive’s accrued and unpaid Base Salary, (ii) payment for any accrued but unused vacation days, (iii) payment of any earned but unpaid Annual Bonus with respect to the year prior to the year of termination and (iv) reimbursement of expenses under Section 8 of this Agreement, in each case of (i) through (iv), accrued through the date of termination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance); (ii) if the termination occurs prior to a Change in Control or more than two years after a Change in Control, an amount equal to nine the sum of (9A) twelve (12) months of Executive’s Base Salary at the rate as in effect immediately prior to Executive’s date of termination and (B) Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable during the twelve (12) month period commencing on the date of termination, payable termination (the “Severance Period”) in substantially equal installments in accordance with the Company’s normal regular payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, provided, that the first payment pursuant to this Section 10(a)(ii) shall be made on substantially the same terms payment date (“Payment Date”) determined as (A) the next regularly scheduled payroll date following the second business day after the Release as set forth in Section 10(e) becomes effective and conditions as irrevocable (B) unless the sixty (60) day period following the Executive’s termination spans two calendar years in which event on the next regularly scheduled payroll date following the later of (i) the second business day after the Release becomes effective and irrevocable and (ii) the second business day of the second calendar year in such benefits are provided to employees during the applicable sixty (60) day period, and reimbursement by in all events payments shall include payment of any amounts that would otherwise be due prior to the Company of Payment Date; and (iii) if the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months ortermination occurs on or within two years after a Change in Control, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the sum of (A) twenty-four (24) months of Executive’s Base Salary as in effect immediately prior to Executive’s date of termination and (B) two times the Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable in a lump sum on the Payment Date; and (iv) an amount equal to the pro-rata portion of Executive’s Annual Bonus for the year of termination, based on the number of days the Executive is employed during such year and based on objective actual performance through the date of termination (or the end of the month preceding such termination if such performance is generally determined as of the end of the month), payable in a lump-sum on the Payment Date (“Pro-rata Bonus”); and (v) a lump sum payment on the Payment Date equivalent to the amount the COBRA premium would be required to pay for continuation of group Executive for the health coverage Executive had prior to the termination (for Executive and his eligible dependents through an election under COBRA for nine family to the extent applicable) multiplied by (9A) months, which amount shall be paid twelve (12) if the termination of employment occurs prior to a Change in Control or more than two years after a lump sum at Change in Control or (B) twenty four (24) if the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs termination of health coverage, which employment occurs on or within two years following a Change in Control. Executive may (but is not required to) obtain through an election to continue health care elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to receive the payment in this Section 10(a)(v); and (vi) options and restricted stock units granted under the Company’s 2018 Omnibus Incentive Plan or any other equity plan or program that would otherwise vest during the twelve (12) months following such termination of employment will vest in full immediately upon such termination of employment; and (vii) performance restricted stock units granted under the Company’s 2018 Omnibus Incentive Plan or any other equity plan or program will vest based on actual performance through the date of Executive’s termination of employment and projected performance from the date immediately after Executive’s termination of employment through the end of the applicable performance period based on the then current operating budget of the Company (last previously approved by the Board prior to the Executive’s termination of employment and after consultation with the then current Chief Executive Officer of the Company), with the Shares earned pursuant to such performance restricted stock units prorated based on the number of days the Executive would have been employed during the performance period if the Executive had remained employed through the first anniversary of the termination of his employment in comparison to the total number of days in the performance period.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) belowThe Company may terminate the employment of Executive without Cause, upon and Executive may terminate his employment for Good Reason. Upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive from the Accrued Benefits andCompany, subject to Executive’s execution and non-revocation of the release described in Section 6(gwithin thirty (30) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on days after the date of termination, payable provided that, the payment described in substantially (B) shall only be made if the Executive has signed a release of claims for the benefit of the Company, in the form prescribed by the Company, and it has become irrevocable before the 30th day after the date of termination, a lump sum payment consisting of (A) the amount of Executive’s Salary accrued through the date of termination and unpaid, together with the amount of any earned but unpaid bonus, (B) an additional amount equal installments to 150% of Executive’s Annual Salary as in accordance effect at the date of termination, and (C) the amount of any outstanding business expenses that were incurred by Executive prior to the date of termination but not reimbursed as of such date. The Company shall also pay to Executive a pro-rata portion of the accrued annual bonus for the fiscal year of termination, the amount of which will be the amount determined by the Board of Directors of the Company based on actual performance, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before the date of termination, and the denominator of which is three hundred sixty-five (365), to be paid as soon as practicable after determination of the annual bonus consistent with the Company’s normal payroll bonus determination practices over but not later than the nine (9) 15th day of the third month period following the end of the Company’s fiscal year to which the bonus relates. In addition, the installment of the Option otherwise vesting as of the end of the fiscal year in which the termination of Executive’s termination dateemployment occurs shall instead be deemed to have vested pro rata, commencing on as and to the first payroll date extent provided in the Option Agreement. Unless otherwise determined by the Board or set forth in the Option Agreement, all portions of the Option that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and remain unvested at the date of such first payment and the remaining amounts termination of Executive’s employment shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation forfeited by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andexcept as expressly set forth above.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of The Company may terminate Executive’s 's employment by at any time for any reason or no reason and Executive may terminate Executive's employment with the Company without Cause for Good Reason. If during the Term the Company terminates Executive's employment and the termination is not covered by Section 4.2 or by 4.3, or Executive terminates his employment for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):receive: (ia) an amount equal any Annual Salary and other benefits earned and accrued under this Agreement prior to nine the termination of employment (9and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (b) months of Executive’s Base if such termination occurs prior to a Change in Control, his Annual Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal 's customary payroll practices over the nine for three (93) month period months following Executive’s such termination; (c) if such termination date, commencing on the first payroll date that occurs on or after the Release Effective Date following a Change in Control: (as defined below), provided that the initial i) a lump sum severance payment will include a catch-up payment upon termination equal to cover the period between Executive’s termination date twelve (12) months Annual Salary and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodAutomobile Allowance; (ii) provided a pro-rata portion of any bonus Executive and his eligible dependents timely and properly elect would have received pursuant to continue health care coverage under Section 2.2 had Executive remained employed for the Consolidated Omnibus Reconciliation Act full calendar year during which such termination occurred, based on the number of 1985 (“COBRA”), continued participation days Executive was actually employed by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable periodyear; and (iii) reimbursement for COBRA payments equal to Executive's regular monthly contributions toward Executive's health benefits for twelve (12) months following such termination date if Executive elects COBRA benefits. In order to be eligible to receive the benefits specified under Sections 4.4(b) or (c), Executive must execute a general release of claims in a form reasonably acceptable to the Company and reimbursement Executive and signed by Executive. Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Company. In the event Executive is terminated by the Company of the monthly COBRA premium paid by pursuant to this Section 4.4, Executive for him shall not have a duty to seek substitute employment and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay not have the right to offset any compensation due Executive an amount equal to against any compensation or income received by Executive after the amount Executive would be required to pay for continuation date of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsuch termination.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company during the Term without Cause or by if Executive terminates his employment for Good ReasonReason during the Term (in each case, other than upon Disability and other than any such termination having a Date of Termination on or after the last day of the Term), then Executive shall be entitled to receive the following (but in any event and for the avoidance of doubt, not duplicative with the Accrued Benefits andand Compensation through the Date of Termination, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”which Executive shall also be entitled): (i) Salary continuation in an aggregate amount (the “Severance Amount”) equal to nine (9) months of two times Executive’s annual Base Salary at the rate Salary. The Severance Amount shall be paid in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal then payroll practices practice over the nine a twelve (912) month period following Executive’s termination date, commencing on beginning with the first payroll date that occurs on or following forty-five (45) days after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the effective date of such first the Release under Paragraph (c) below. Solely for purposes of Section 409A of the Code, each installment payment and the remaining amounts shall be paid over the remainder of such nine (9) month periodis considered a separate payment; (ii) Acceleration of vesting as of the Date of Termination of any then-outstanding awards granted to Executive under the Company’s Performance Stock Unit Agreement, if, as and to the extent provided under the terms of the applicable award and the terms of that plan. (iii) Payment of the Cash Bonus provided under the terms of paragraph 3(b)(ii) and earned through the applicable Date of Termination, including payment on a pro-rated basis for any partial year of employment, in the event the Executive and his is otherwise eligible dependents timely and properly elect to continue health care receive payment of the Cash Bonus; in other words, in the event Executive’s employment ends six months into the fiscal year, Executive shall be eligible to receive one half of the Cash Bonus, payable in accordance with the terms of paragraph 3(b)(ii) in the event he is otherwise eligible to receive payment of the Cash Bonus, provided that the payment thereof may be delayed until after the then current fiscal year end when the actual amount can be determined; (iv) If Executive elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“COBRA”), continued participation by Executive and Executive) with respect to the Company’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executivehealth plan, the Company shall continue to pay its then-current portion of the cost of such coverage, for a period of one (1) year following the applicable Date of Termination. The Company shall be authorized to deduct from the installments to be paid to Executive an amount equal to under Paragraph (a) above Executive’s then-current share of the amount Executive would be required to pay for continuation cost of such coverage. The Company’s subsidy of such group health plan coverage for shall terminate in the event that Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid becomes enrolled in the health insurance plan of a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andsubsequent employer.

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”):: (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of as soon as practicable following such termination, payable but in substantially equal installments in accordance with no event later than two and one half months following the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing ExecutiveTermination, the Company shall pay to Executive: (A) his accrued, but unpaid Base Salary earned through the Date of Termination, his accrued, but unpaid Bonus earned for the year immediately prior to the year in which the Date of Termination occurs and any accrued, but unused vacation pay through the Date of Termination (the “Accrued Obligations”); (B) the target Bonus Executive an amount would have earned for the year of termination assuming targets had been achieved, pro-rated based on the number of days Executive was employed by the Company during the year over the number of days in such year (the “Pro-Rated Bonus”); and (ii) commencing on the Severance Payment Date (as defined below) and provided Executive does not breach Section 9 of this Agreement following his termination in which case all payments under this clause (ii) shall cease, the Company shall continue to pay Executive the sum of his annual rate of Base Salary and target Bonus (assuming targets had been achieved) in twelve (12) monthly installments. For purposes of this Agreement, the “Severance Payment Date” shall mean the first payroll date following the applicable revocation period set forth in the Release contemplated in this Section 8. Notwithstanding the foregoing, if the Board (or its delegate) determines in its discretion that severance payments due under this Section 8(a)(ii) are “nonqualified deferred compensation” subject to Section 409A of the Code and that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such severance payments shall commence on the first payroll date following the six month anniversary of the Date of Termination (the “Specified Employee Severance Payment Date”) (with the first such payment being a lump sum equal to the amount aggregate severance payments Executive would have received during the prior six-month period if no such delay had been imposed). In no event will the last installment payment be required made later than December 31 of the year following the year in which such severance amounts are no longer subject to pay for continuation a substantial risk of group health coverage for forfeiture. For purposes of this Agreement, whether Executive and his eligible dependents through an election under COBRA for nine (9) months, is a “specified employee” will be determined in accordance with the written procedures adopted by the Board which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAare incorporated by reference herein; and

Termination by the Company Without Cause or by Executive for Good Reason. Except as provided in Section 6(f) below, upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good ReasonReason (other than as provided in Section 8(f)), then, subject to Section 16(d) hereof, Executive shall be entitled to receive the benefits provided in this Section 8(c). (1) The Company shall pay to Executive any Accrued Benefits and, subject Compensation; (2) The Company shall pay to Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date and such bonus will be paid as and when such bonuses are paid to the other senior executives; (3) The Company shall pay to Executive in a lump sum within the time period set forth in Section 3(b). a pro rata bonus for the year in which Executive’s execution employment terminates based on actual performance through the termination date and non-revocation the number of days Executive was employed during such year; (4) The Company shall pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 8(c)) for the release described periods subsequent to the termination date, an amount in Section 6(gcash, equal to one (1) and times Executive’s compliance then-current Base Salary, paid in equal installments on the Company’s regular payroll dates during the twelve (12) month period following the date on which Executive executes a release in accordance with Executive’s obligations under Section 8, the following severance payments and benefits 16(d) hereof (collectively, the “Severance BenefitsPeriod”):); (5) Each unvested equity award held by Executive at the time of termination shall (i) an amount equal vest as to nine the portion that would have vested had Executive remained employed by the Company through the first anniversary of the termination date and (9ii) months otherwise be governed by the terms of Executivethe applicable plan and/or award agreement; and (6) If Executive is participating in the Company’s Base Salary at the rate in effect group health insurance plans on the effective date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment Executive timely elects and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his remains eligible dependents timely and properly elect to continue health care for continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), state or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executivelocal insurance laws, the Company shall pay to Executive an amount equal that portion of Executive’s premiums that the Company was paying prior to the amount Executive would be required to pay effective date of termination for the Severance Period or for the continuation of group health coverage period for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andeligible, whichever is shorter.