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

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have such right after an IPO Event) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-traded company); (iii) relocates the Executive without his consent from the offices located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ to any other location in excess of fifty (50) miles beyond the geographic limits of Dallas, Texas that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth below, neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of (A) six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. Such amounts shall be paid in a single lump sum 75 days after Executive terminates employment, provided, however, that any payments pursuant to this Section 6.2 above are contingent on the Executive having executed a release in favor of the Company within 60 days following Executive’s termination of employment and not thereafter revoking such release. In addition, the Company shall provide the Executive (and his family members) with 6 months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the Executive is enrolled at the time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 months following Executive’s termination of employment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that, without the Executive’s prior written consent: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur responsibilities, including a change in connection with a company becoming a publicly-traded company)the Executive’s title or reporting structure; (iii) relocates the Executive without his consent from the Company’s offices located at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ to any other location in excess of fifty (50) miles beyond the geographic limits of DallasEnglewood, Texas Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the initial occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the conditioncondition by providing a second notice to the Company of such actual resignation. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth belowin this Section 6.2(b), neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1Article 3, Section 3.2, Article 4 or Article 45; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurredAccrued Amounts, (xii) an amount equal to the greater of twenty four (A) six (624) months of the Executive’s Base Salary (determined as if the Termination Date, but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable) plus two times the Executive’s last annual Base Salary during Target Bonus for the Term prior to such termination) plus 50% of year in which the Termination Date occurs (or, if the Target Bonus (for the year in which the Termination Date occurs has not yet been determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant Date, then the Target Bonus for the year prior to Section 3.1the Termination Date), Section 3.2 (including iii) a payment in lieu of a Bonus for the year in which the termination occurs prorated Termination Date occurs, calculated as the product of (A) a fraction, the numerator of which is the number of days in the fiscal year prior to and including the date Termination Date, and the denominator of termination based on which is three hundred sixty five (365), multiplied by (B) the Executive’s average bonus Bonus received for the immediately preceding three fiscal years (or such lesser number of years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31the Termination Date (and, 2012 and an IPO Event has occurredfor the avoidance of doubt, (x) an amount equal the Executive shall cease to be eligible for a Bonus under the greater of (A) twelve (12) months terms of the Executive’s Base Salary (determined as annual bonus plan for the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as year of the Termination Date pursuant to Section 3.1Date, Section 3.2 (including a Bonus for regardless of the year in which the termination occurs prorated to the date terms of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of yearsplan, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months a result of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such terminationpayment), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Non-Compete Payment described in Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 48.2. Such amounts shall be paid in a single lump sum 75 seventy-five (75) days after Executive terminates employment, provided, however, that any the payments pursuant to this Section 6.2 clause (ii) and clause (iii) above are contingent on the Executive having executed a general release of claims in favor of the Company and in a form provided by the Company (“Release”) within 60 sixty (60) days following Executive’s termination of employment and not thereafter revoking such releaseRelease, and the Non-Compete Payment shall be subject to the terms and conditions of Section 8.2. In addition, subject to the Company shall provide Executive’s execution and non-revocation of the Release, for a period of eighteen (18) months following the Termination Date, the Executive and his eligible dependents shall continue to be covered, at the expense of the Company, by the same or equivalent medical coverage in which he (and his family membersdependents, as applicable) with 6 months of paid COBRA coverage for any Company sponsored group health plan was enrolled immediately prior to the Termination Date (excluding any flexible spending account) in and such coverage shall run concurrent with any rights to COBRA continuation coverage to which the Executive is enrolled at the time of Executive’s termination of employment (and his dependents, as applicable) may otherwise be entitled; provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive the Executive an amount equal to one (1) month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 eighteen (18) months following the Termination Date. The Executive acknowledges that, to the extent the provision of the medical coverage pursuant to the foregoing results in taxable compensation to the Executive’s termination , the Executive shall pay the Company the amount of employment)any withholding taxes due thereon if and to the extent that such withholding taxes may not be taken from other cash compensation owed to the Executive by the Company.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-traded company); (iii) relocates the Executive without his consent from the Company’s offices located at ▇▇▇271▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇ ▇▇▇▇▇B 264, Kat▇, ▇▇▇▇▇ to ▇▇▇▇▇ ▇▇ any other location in excess of fifty (50) miles beyond the geographic limits of DallasKaty, Texas that increases the Executive’s one-way commute to work by at least 50 fifty (50) miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth below, neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of twenty four (A) six (624) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one two times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (yii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of 3) years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. Such amounts shall be paid in a single lump sum 75 seventy five (75) days after Executive terminates employment, provided, however, that any the payments pursuant to this Section 6.2 clause (i) above are contingent on the Executive having executed a release in favor of the Company within 60 sixty (60) days following Executive’s termination of employment and not thereafter revoking such release. In addition, the Company shall provide the Executive (and his family members) with 6 twelve (12) months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the Executive is enrolled at the time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one (1) month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 twelve (12) months following Executive’s termination of employment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-traded company); (iii) relocates the Executive without his consent from the Company’s offices located at ▇2▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ PMB 264, K▇▇▇, ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ to any other location in excess of fifty (50) miles beyond the geographic limits of DallasKaty, Texas that increases the Executive’s one-way commute to work by at least 50 fifty (50) miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth below, neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of twenty four (A) six (624) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one two times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (yii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of 3) years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. Such amounts shall be paid in a single lump sum 75 seventy five (75) days after Executive terminates employment, provided, however, that any the payments pursuant to this Section 6.2 clause (i) above are contingent on the Executive having executed a release in favor of the Company within 60 sixty (60) days following Executive’s termination of employment and not thereafter revoking such release. In addition, the Company shall provide the Executive (and his family members) with 6 twelve (12) months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the Executive is enrolled at the time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one (1) month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 twelve (12) months following Executive’s termination of employment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that, without the Executive’s prior written consent: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (responsibilities, including requiring the Executive to report to an officer other than such changes that typically occur in connection with a company becoming a publicly-traded company)the Chief Executive Officer; (iii) relocates the Executive without his consent from the Company’s offices located at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ to any other location in excess of fifty (50) miles beyond the geographic limits of DallasEnglewood, Texas Colorado that increases the Executive’s one-way commute to work by at least 50 fifty (50) miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the initial occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the conditioncondition by providing a second notice to the Company of such actual resignation. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth belowin this Section 6.2(b), neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1Article 3, Section 3.2, Article 4 or Article 45; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31Accrued Amounts, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of (A) six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (ii) if applicable, the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, “Severance Benefit” described in (xc) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12).below, and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Non-Compete Payment described in Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 48.2. Such amounts shall be paid in a single lump sum 75 seventy-five (75) days after the Executive terminates employment, provided, however, that any payments pursuant to this Section 6.2 above are the Severance Benefit due, if any, is contingent on the Executive having executed a general release of claims in favor of the Company and in a form provided by the Company (the “Release”) within 60 sixty (60) days following Executive’s termination of employment and not thereafter revoking such releaseRelease, and the Non-Compete Payment shall be subject to the terms and conditions of Section 8.2. In addition, subject to the Company shall provide Executive’s execution and non-revocation of the Release, for a period of eighteen (18) months following the Termination Date, the Executive and his eligible dependents shall continue to be covered, at the expense of the Company, by the same or equivalent medical coverage in which he (and his family membersdependents, as applicable) with 6 months of paid COBRA coverage for any Company sponsored group health plan was enrolled immediately prior to the Termination Date (excluding any flexible spending account) in and such coverage shall run concurrent with any rights to COBRA continuation coverage to which the Executive is enrolled at the time of Executive’s termination of employment (and his eligible dependents) may otherwise be entitled; provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive the Executive an amount equal to one (1) month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 eighteen (18) months following the Termination Date. The Executive acknowledges that, to the extent the provision of the medical coverage pursuant to the foregoing results in taxable compensation to the Executive, the Executive shall pay the Company the amount of any withholding taxes due thereon if and to the extent that such withholding taxes may not be taken from other cash compensation owed to the Executive by the Company. (c) The “Severance Benefit” shall be equal to: (i) if the Executive’s termination Termination Date is within thirty (30) days prior to or twelve (12) months following a Change in Control (the “Change in Control Termination Period”), an amount equal to twelve (12) months of employmentthe Executive’s Base Salary (determined as of the Termination Date, but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable) plus the Executive’s Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which the Termination Date occurs has not yet been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination Date); or (ii) if the Executive’s Termination Date occurs outside the Change in Control Termination Period, an amount equal to six (6) months of the Executive’s Base Salary (determined as of the Termination Date but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-traded company); (iii) relocates the Executive without his consent from the Company’s offices located at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.South, ▇▇▇▇▇ ▇▇▇Building C, ▇▇▇▇▇▇Suite 310, ▇▇▇▇▇ Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits of DallasEnglewood, Texas Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth below, neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of twenty four (A) six (624) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one two times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (yii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. Such amounts shall be paid in a single lump sum 75 days after Executive terminates employment, provided, however, that any the payments pursuant to this Section 6.2 clause (i) above are contingent on the Executive having executed a release in favor of the Company within 60 days following Executive’s termination of employment and not thereafter revoking such release. In addition, the Company shall provide the Executive (and his family members) with 6 12 months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the Executive is enrolled at the time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 12 months following Executive’s termination of employment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-traded company); (iii) relocates the Executive without his consent from the Company’s offices located at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.South, ▇▇▇▇▇ ▇▇▇Building C, ▇▇▇▇▇▇Suite 310, ▇▇▇▇▇ Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits of DallasEnglewood, Texas Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth below, neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of twenty four (A) six (624) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one two times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (yii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. Such amounts shall be paid in a single lump sum 75 days after Executive terminates employment, provided, however, that any the payments pursuant to this Section 6.2 clause (i) above are contingent on the Executive having executed a release in favor of the Company within 60 days following Executive’s termination of employment and not thereafter revoking such release. In addition, the Company shall provide the Executive (and his family members) with 6 12 months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the Executive is enrolled at the time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 12 months following Executive’s termination of employment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that, without the Executive’s prior written consent: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur responsibilities, including a change in connection with a company becoming a publicly-traded company)the Executive’s title or reporting structure; (iii) relocates the Executive without his consent from the Company’s offices located at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ to any other location in excess of fifty (50) miles beyond the geographic limits of DallasEnglewood, Texas Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the initial occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the conditioncondition by providing a second notice to the Company of such actual resignation. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth belowin this Section 6.2(b), neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1Article 3, Section 3.2, Article 4 or Article 45; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurredAccrued Amounts, (x) an amount equal to the greater of (A) six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as of the Executive’s last annual Termination Date, but ignoring any decrease in Base Salary during the Term prior giving rise to such terminationGood Reason, if applicable) plus one times the Executive’s Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which the Termination Date occurs has not yet been determined as one hundred percent (100%) of the Executive’s eligible bonus during Termination Date, then the Term Target Bonus for the year prior to such terminationthe Termination Date), and (yiii) any amount due and owing as a payment in lieu of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated Termination Date occurs, calculated as the product of (A) a fraction, the numerator of which is the number of days in the fiscal year prior to and including the date Termination Date, and the denominator of termination based on which is three hundred sixty five (365), multiplied by (B) the Executive’s average bonus Bonus received for the immediately preceding three fiscal years prior to the Termination Date (or and, for the avoidance of doubt, the Executive shall cease to be eligible for a Bonus under the terms of the annual bonus plan for the year of the Termination Date, regardless of the terms of such lesser number of yearsplan, as applicablea result of such payment), and (iv) and Article 4the Non-Compete Payment described in Section 8.2. Such amounts shall be paid in a single lump sum 75 seventy-five (75) days after Executive terminates employment, provided, however, that any the payments pursuant to this Section 6.2 clause (ii) and (iii) above are contingent on the Executive having executed a general release of claims in favor of the Company and in the form provided by the Company (the “Release”) within 60 sixty (60) days following Executive’s termination of employment and not thereafter revoking such releaseRelease. In addition, subject to the Company shall provide Executive’s execution and non-revocation of the Release, for a period of eighteen (18) months following the Termination Date, the Executive and his eligible dependents shall continue to be covered, at the expense of the Company, by the same or equivalent medical coverage in which he (and his family membersdependents, as applicable) with 6 months of paid COBRA coverage for any Company sponsored group health plan was enrolled immediately prior to the Termination Date (excluding any flexible spending account) in and such coverage shall run concurrent with any rights to COBRA continuation coverage to which the Executive is enrolled at the time of Executive’s termination of employment (and his eligible dependents) may otherwise be entitled; provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive the Executive an amount equal to one (1) month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 eighteen (18) months following the Termination Date. The Executive acknowledges that, to the extent the provision of the medical coverage pursuant to the foregoing results in taxable compensation to the Executive’s termination , the Executive shall pay the Company the amount of employment)any withholding taxes due thereon if and to the extent such withholding taxes may not be taken from other cash compensation owed to the Executive by the Company.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may, by written notice to the Board, terminate his employment under this Agreement (and he hereby will have has such right after an IPO Eventright) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-traded company); (iii) relocates the Executive without his consent from the Company’s offices located at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.South, ▇▇▇▇▇ ▇▇▇Building C, ▇▇▇▇▇▇Suite 310, ▇▇▇▇▇ Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits of DallasEnglewood, Texas Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth below, neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of twelve (A) six (612) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% of one time the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (yii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. Such amounts shall be paid in a single lump sum 75 days after Executive terminates employment, provided, however, that any the payments pursuant to this Section 6.2 clause (i) above are contingent on the Executive having executed a release in favor of the Company within 60 days following Executive’s termination of employment and not thereafter revoking such release. In addition, the Company shall provide the Executive (and his family members) with 6 months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the Executive is enrolled at the time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 months following Executive’s termination of employment).