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

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in amount in cash equal to one (1) times the Executive’s Base Salary (the “Severance Amount”), beginning thirty (30) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in amount in cash equal to one (1) times the Executive’s Base Salary (the “Severance Amount”), beginning thirty (30) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition:, (i) Subject to the Executive signing a general release within ten (10) days of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”)Termination, the Company shall pay the Executive twelve (12) equal monthly payments in amount in cash a lump sum payment equal to one (1) times the Executive’s annual Base Salary (the “Severance Amount”), beginning thirty (30) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and, (ii) Notwithstanding anything to the contrary in any applicable all stock-based and other equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights awards held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall vest and become vested and exercisable or nonforfeitable as of the Date of Termination Termination; (iii) subject to the Executive’s election to continue health benefits and co-payment of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the remainder continuation of their full termhealth benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in a lump sum amount in cash equal to one and one-half (11 ½) times the Executive’s Base Salary and Annual Target Bonus (the “Severance Amount”), beginning thirty within sixty (3060) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term.

Termination by the Company Without Cause or by the Executive with Good Reason. If During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a mutual separation and general release agreement that contains mutual releases of any and all claims and where the Executive agrees not to make any disparaging remarks about the Company (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable and the Executive not breaching any of his post-employment contractual obligations to the Company: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one (1) times 50% of the Executive’s then current annual Base Salary (the “Severance Amount”); and (ii) all stock options and other stock-based awards, beginning thirty if any, held by the Executive shall continue to vest as if the Executive had remained employed by the Company for an six (306) days following the Date of Termination months following the Date of Termination; provided that, and (iii) if the Release Execution Period Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then for the first six (6) months of COBRA health continuation, the Executive’s premium payment shall be at the same rate that he would have paid for health insurance had he remained as an active employee; and (iv) the amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over six (6) months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one taxable calendar year and ends in another taxable a second calendar year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall begin to be forfeitedpaid in the second calendar year by the last day of such 60-day period; and (ii) Notwithstanding anything provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the contrary in any applicable equity plan or award agreement, upon day immediately following the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed . Each payment pursuant to this Agreement is intended to constitute a separate payment for an additional four (4) months following the Date purposes of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full termTreasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) Subject subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty21-one (21) day period following the Date of Termination and the expiration of the seven (7) seven-day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”)Release, the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one (1) times the Executive’s current annual Base Salary (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, beginning thirty (30) on the first payroll date that occurs 30 days following the Date of Termination following after the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning . Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything subject to the contrary in any applicable equity plan or award agreementExecutive’s copayment of premium amounts at the active employees’ rate, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive may continue to participate in which the Executive would have vested if he had remained employed Company’s group health, dental and vision program for an additional four 18 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) Subject to If the Executive signing signs a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “‘Release”’) within 45 days of the twenty-one receipt of the Release (21) day period following which shall be provided no later than within two business days after the Date of Termination Termination) and does not revoke such Release during the expiration of the seven (7) seven-day revocation period for the Release period, (such twenty-eight (28i) day period, the “Release Execution Period”), the Company shall pay the Executive twelve an amount (12the ‘Severance Amount’) equal monthly payments in amount in cash equal to one 1½ times the sum of (1A) times the Executive’s current Base Salary plus (B) the “Severance Amount”), beginning thirty (30) days following Executive’s target annual bonus for the fiscal year in which the Date of Termination following occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, beginning within 60 days after the Date of Termination; provided thatprovided, however, that if the Release Execution Period 60-day period begins in one taxable calendar year and ends in another taxable a second calendar year, payment shall not the Severance Amount will commence to be made until paid in the beginning second calendar year. Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the ‘Code’), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything subject to the contrary Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for 18 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (‘COBRA’); provided, however, that if the Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a monthly basis during the period covered by this Section 5(b)(ii) an amount equal to the difference between the applicable equity plan COBRA premium and the applicable active employees’ rate for the coverage (plus, to the extent the payment of any such reimbursement results in taxable income to the Executive (without any offsetting deduction), an amount to the Executive equal to an additional amount such that the net after-tax proceeds to the Executive of such reimbursement and such additional amount (at the Executive’s then-current combined state and federal marginal income tax rates, taking into account the deductibility of state and local income taxes for federal income tax purposes) is equal to the amount of the expense incurred that is being reimbursed); and (iii) all unvested stock options or award agreement, upon other stock-based awards shall become nonforfeitable and (for stock options) exercisable as of the Date of Termination; provided, all however, that (A) for any stock options and stock appreciation rights held by option, the Executive in which period to exercise after the Executive would have vested if he had remained employed for an additional four (4) Date of Termination shall be 18 months following the Date of Termination (not to exceed the original option expiration date); (B) for any performance-vesting award, the award shall become be earned based on actual performance results through the end of the applicable performance period and payable at the time set forth in the award agreement as if employment had not terminated; and (C) for any such award that is determined to be deferred compensation that is subject to the requirements of Section 409A of the Code, settlement of the vested portion of the award shall be accelerated only to the extent permitted by Section 409A of the Code, and exercisable to the extent not permitted, settlement shall occur at the time otherwise provided by the award agreement as if employment had not terminated. For the avoidance of any doubt, the provisions of this Section 5(b)(iii) shall supersede the provisions contained in the applicable award agreements, provided that the provisions of the award agreements will control to the extent such provisions are more favorable to the Executive.” 5. Sections 6(a)(i)(A) and (B) of the Agreement are amended in their entirety as follows: (A) Subject to the signing of the Release by the Executive within 45 days of the receipt of the Release (which shall be provided no later than two business days after the Date of Termination) and not revoking the Release during the seven-day revocation period, the Company shall pay the Executive a lump sum in cash in an amount (the ‘Change in Control Severance Amount’) equal to two times the sum of (I) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (II) the Executive’s target annual bonus for the current fiscal year (or if higher, the target annual bonus for the fiscal year immediately prior to the Change in Control). The Change in Control Severance Amount shall be paid to the Executive by the 60th day after the later of the date of the Change in Control and the Date of Termination; provided, however, that (x) if the Date of Termination occurs during the three-month period before the Change in Control, the payment under this Section 6(a)(i)(A) shall be reduced by any payments made under Section 5(b)(i) before the date of the Change in Control; and (y) to the extent required to comply with Section 409A of the Code, all or a portion of the payments under this Section 6(a)(i)(A) shall be made on the schedule set forth in Section 5(b)(i) rather than in a lump sum. (B) The Company shall pay to the Executive in a cash lump sum by the 60th day after the later of the date of the Change in Control and the Date of Termination, an amount equal to 24 times the excess of (I) the monthly premium payable by former employees for continued coverage under COBRA for the remainder same level of their full termcoverage, including dependents, provided to the Executive under the Company’s group health benefit plans in which the Executive participates immediately prior to the Date of Termination over (II) the monthly premium paid by active employees for the same coverage immediately prior to the Notice of Termination.” 6. Section 6(a)(ii) of the Agreement is amended in its entirety as follows:

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s 's employment is terminated by the Company without Cause as provided in Section 4(dParagraph 3(d), or the Executive terminates his the Executive's employment for Good Reason as provided in Section 4(eParagraph 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition: (i) Subject subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “"Release”", which will be provided to the Executive within seven days after any notification of termination) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) seven-day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”)Release, the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one (1) times 12 months of the Executive’s 's final Base Salary (the “"Severance Amount”"). Exhibit 10.1 The Severance Amount shall be paid out in substantially equal installments in accordance with the Company's payroll practices and schedule over 12 months, beginning thirty (30) days following on the Date of Termination following first payroll date that occurs after the 35th day after the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning . Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the "Code"), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 Paragraphs 6-7 of this Agreement, all payments of the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to immediately cease and the contrary in any applicable equity plan or award agreementCompany will have satisfied its obligations under this Paragraph 4(b). In addition, upon the Date of Termination, all stock options and stock appreciation rights held by if the Executive in which obtains alternative employment at a senior executive level within the 12 month Severance period, the Executive would will be obligated to immediately notify the Company’s CEO, and the Company’s obligations to pay any remaining severance shall cease, and the Company will have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full termsatisfied its obligations under this paragraph.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e3(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) Subject subject to the Executive signing a separation agreement including a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty21-one (21) day period following the Date of Termination and the expiration of the seven (7) seven-day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”)Release, the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one six (16) times months of the Executive’s Base Salary (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over six (6) months, beginning thirty (30) on the first payroll date that occurs 30 days following the Date of Termination following after the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning . Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 6 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything subject to the contrary in any applicable equity plan or award agreementExecutive’s copayment of premium amounts at the active employees’ rate, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive may continue to participate in which the Company’s group health, dental and vision program for six (6) months; provided, however, that the continuation of health benefits under this Section shall only apply if Executive would have vested if he had remained employed for an additional four elects and remains eligible under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e3(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) Subject subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty21-one (21) day period following the Date of Termination and the expiration of the seven (7) seven-day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”)Release, the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one nine (19) times months of the Executive’s Base Salary (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months, beginning thirty (30) on the first payroll date that occurs 30 days following the Date of Termination following after the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning . Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 7 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights other stock-based awards held by the Executive in which the Executive would have vested if he had remained employed for an additional four nine (49) months following the Date of Termination shall vest and become vested and exercisable or nonforfeitable as of the Date of Termination Termination; and (iii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for nine (9) months; provided, however, that the remainder continuation of their full termhealth benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his her employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his her Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in a lump sum amount in cash equal to one (1) times time the Executive’s Base Salary and Annual Target Bonus (the “Severance Amount”), beginning thirty within sixty (3060) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights and profits interest units held by the Executive in which the Executive would have vested if he she had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) Subject to If the Executive signing signs a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration 45 days of the receipt of the Release and does not revoke such Release during the seven (7) day revocation period for the Release period, (such twenty-eight (28i) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one (1) 1½ times the sum of the Executive’s Base Salary and his target annual bonus for the current fiscal year (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 months, beginning thirty (30) days following on the first payroll date after the Date of Termination following or expiration of the Date of Termination; provided thatseven-day revocation period for the Release, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning later. Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything subject to the contrary in any applicable equity plan or award agreementExecutive’s copayment of premium amounts at the active employees’ rate, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive may continue to participate in which the Executive would have vested if he had remained employed Company’s group health, dental and vision program for an additional four 18 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) Subject to If the Executive signing signs a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration 45 days of the receipt of the Release and does not revoke such Release during the seven (7) day revocation period for the Release period, (such twenty-eight (28i) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one (1) times the Executive’s Base Salary for the current fiscal year (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, beginning thirty (30) days following on the first payroll date after the Date of Termination following or expiration of the Date of Termination; provided thatseven-day revocation period for the Release, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning later. Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything subject to the contrary in any applicable equity plan or award agreementExecutive’s copayment of premium amounts at the active employees’ rate, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive may continue to participate in which the Executive would have vested if he had remained employed Company’s group health, dental and vision program for an additional four 12 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition: (i) Subject to If the Executive signing signs a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration 45 days of the receipt of the Release and does not revoke such Release during the seven (7) day revocation period for the Release (such twenty-eight (28period, i) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one (1) times the Executive’s Base Salary for the current fiscal year (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, beginning thirty (30) days following on the first payroll date after the Date of Termination following or expiration of the Date of Termination; provided thatseven-day revocation period for the Release, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning later. Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything subject to the contrary in any applicable equity plan or award agreementExecutive’s copayment of premium amounts at the active employees’ rate, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive may continue to participate in which the Executive would have vested if he had remained employed Company’s group health, dental and vision program for an additional four 12 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his her employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his her Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in a lump sum amount in cash equal to one four (14) times the Executive’s Base Salary (the “Severance Amount”), beginning thirty within sixty (3060) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights and profits interest units held by the Executive in which the Executive would have vested if he she had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his her employment for Good Reason as provided in Section 4(e3(e), then the Company shall shall, through the Date of Termination, pay the Executive his her Accrued Benefit. In addition: (i) Subject subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty21-one (21) day period following the Date of Termination and the expiration of the seven (7) seven-day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”)Release, the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one nine (19) times months of the Executive’s Base Salary (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months, beginning thirty (30) on the first payroll date that occurs 30 days following the Date of Termination following after the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning . Solely for purposes of Section 409A of the second taxable yearInternal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 7 of this Agreement, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights other stock-based awards held by the Executive in which the Executive would have vested if he she had remained employed for an additional four nine (49) months following the Date of Termination shall vest and become vested and exercisable or nonforfeitable as of the Date of Termination Termination; and (iii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for nine (9) months; provided, however, that the remainder continuation of their full termhealth benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in a lump sum amount in cash equal to one (1) times the Executive’s Base Salary and Annual Target Bonus (the “Severance Amount”), beginning thirty within sixty (3060) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder of their full term.

Termination by the Company Without Cause or by the Executive with Good Reason. If During the Term, but only after the consummation of the Company’s Initial (Alternative) Public Offering, if the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement substantially in the form attached hereto as Exhibit I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in an amount in cash equal to one times the sum of (1A) times the Executive’s Base Salary plus (B) the Executive’s Annual Incentive Cash Compensation (the “Severance Amount”), beginning thirty (30) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive 7 of 21 breaches any of the provisions contained in Section 8 the Confidential Information, Inventions Assignment and Non-Solicitation Agreement entered into between the Executive and the Company of this Agreementeven date hereof, all payments of the Severance Amount shall be forfeitedimmediately cease; and (ii) Notwithstanding anything (A) all time-based equity awards (including the Initial Equity Award and any awards originally subject to the contrary in any applicable equity plan or award agreement, upon the Date performance vesting conditions that remain subject to time-based vesting after satisfaction of Termination, all stock options and stock appreciation rights such performance conditions) held by the Executive in which the Executive would have vested if he had remained employed throughout the Term following the Date of Termination shall vest and become exercisable or non-forfeitable and (B) all performance-based equity awards held by the Executive in which the Executive would have vested had he remained employed through the end of the performance period in respect of each such award shall become vested as of the end of such performance period(s) based on the Company’s actual performance through the end of such performance period(s) but such amount shall be further prorated in the manner set forth in the applicable award agreement; and (iii) for an additional four (4) a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall become vested continue to participate in the Company’s health insurance plan (medical, dental and exercisable as vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the total compensation to the Executive, the Executive’s spouse and dependents under COBRA; and (iv) the Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Section 5(b) is intended to constitute a separate payment for the remainder purposes of their full termTreasury Regulation Section 1.409A-2(b)(2).