Common use of Termination by the Company Without Cause Clause in Contracts

Termination by the Company Without Cause. If, during the Term, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. Ifby the Executive for Good Reason, during by Death or Disability or by Expiration of the Term, Employment Term . If the Company terminates Executive’s employment is terminated (A) by the Company without Cause, upon (B) by the Executive for Good Reason, (C) due to the Executive’s “separation from service” from death or Disability or (D) by expiration of the Employment Term following notice by the Company not to extend the Employment Term pursuant to Section 3, in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance: (i) an amount in cash equal to the Executive’s base salary, as in effect immediately prior to the date of the Executive’s termination of employment, for the portion of the Employment Term remaining as of the date of such termination or for twelve (12) months, whichever is greater (the “ Severance Period ”); (ii) any annual bonus due for the calendar year of such termination, pro rated based on the number of days the Executive was actively employed by the Company during such year (such pro rated amount to be calculated as determined by the Board in its discretion), payable at the time the such bonus would otherwise be paid in accordance with such Section 4(b); provided , however , that if Company executives generally do not receive annual bonuses with respect to the calendar year of the Executive’s termination, the Executive shall not be entitled to a pro rated bonus under this Section 6(b)(ii). The forgoing to the contrary notwithstanding, the amounts and benefits described above in this Section 6(b) shall only be paid or provided if the Executive executes a separation agreement containing a general release, and such general release becomes fully irrevocable within 60 days following the meaning date of the Executive’s termination of employment. The amount described in clause (i) of this Section 6 (b) shall be payable in equal installments in accordance with the Company’s payroll practices during the Severance Period following such termination, commencing on the first payroll date on or next following the date such general release becomes fully irrevocable; provided that, to the extent that the Company determines that such amount may be considered to be “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations and pronouncements thereunder (the “Code“ Code ”)) (a “Separation from Service” and, the first payment of such amount shall be made on the first payroll date on or next following the 65th day following the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Periodtermination; provided, provided further that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date payment shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date include all payments that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after otherwise have been made from the date of any such breach shall be repaid by Executive to termination through the Company immediately upon demand therefordate of such first payment.

Termination by the Company Without Cause. If, during The Company may terminate the Term, the Company terminates Executive’s employment without Cause, Cause at any time effective upon the Executive’s “separation from service” from receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Company Executive in the event of his/her termination without Cause except as follows: (within a) all Earned Obligations; (b) Subject to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (Executive entering into a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to binding and conditioned upon Executive’s timely execution and non-revocation of a general irrevocable release of claims substantially in and separation agreement prepared by the form attached hereto as Exhibit A (Company and the “Release”) and expiration on or before the 60th day after the Executive’s continued compliance with separation from service of any period during which the provisions of Section 7 below (the “Restrictions”), Executive will be is entitled to receive revoke the payments and benefits set forth belowrelease, the Executive shall be eligible on such sixtieth (60th) day to receive: (i1) The Company shall continue to pay to Executive his then-current continuation of Base Salary (the “Severance”) during the for a period commencing on the Termination Date and ending on the of twenty-four (4)-month anniversary of the Termination Date 24) months (the “Severance Period”). The Company shall pay , payable in such manner and at such times as the Severance in substantially Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal installments in accordance with to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had the Executive continued coverage as an employee under the Company’s normal payroll practices during applicable health plans without regard to the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period; provided, that no Severance payments shall (B) be made prior eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the date on extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the Release becomes effective and irrevocabletermination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead , will be paid on at the first regularly scheduled Company payroll date occurring same time as other incentive compensation plan payments for the year in which the latter such calendar year)termination occurs are paid; and (iic) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion payments or benefits under other plans of the Option (Company to the extent then-outstanding) will vest and become exercisable upon that the effectiveness plans provide for benefits following a termination of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companyemployment. Notwithstanding the foregoing, upon any breach the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Executive of Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of the Restrictions on their respective subsidiaries or following the Termination Date, affiliates; or (xii) breaches any unpaid portion provision of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion Sections 4 or 5 of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforthis Agreement.

Termination by the Company Without Cause. If, during the Term, Upon an Executive's Date of Termination by the Company terminates Executive’s employment prior to the Extension Date without Cause, upon Executive’s “separation from service” from the Term will terminate and all obligations of the Company (within the meaning and Executive under Sections 1 through 4 of Section 409A of the Internal Revenue Code of 1986this Termination Agreement will immediately cease; PROVIDED, as amended (the “Code”)) (a “Separation from Service” andHOWEVER, the date of any such Separation from Service, the “Termination Date”), that subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below 13(c) the Company shall pay to the Executive (the “Restrictions”), or his or her beneficiaries) and Executive will (or his or her beneficiaries) shall be entitled to receive within, or commencing within, thirty (30) days after the payments and benefits set forth belowDate of Termination, the following amounts: (i) The Company shall continue to pay to Executive his then-current the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (the “Severance”ii) during the period commencing on the Termination Date and ending on the twenty-four (4)-month anniversary of 24) semi-monthly payments during a twelve (12) consecutive month period equal to the Termination Date Executive's Annual Base Salary divided by twenty-four (the “Severance Period”24). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, however, notwithstanding anything to the contrary in the Termination Agreement or in the Employment Agreement, none of such amounts shall qualify Executive for any incremental benefit under any plan or program in which he has participated or continues to participate; (iii) stock options then held by Executive will be exercisable to the extent and for such periods, and otherwise governed, by the plans and programs and the agreements and other documents thereunder pursuant to which such stock options were granted; and (iv) all vested, nonforfeitable amounts owing and accrued at the Date of Termination under any compensation and benefit plans, programs, and arrangements in which Executive theretofore participated will be paid under the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted, including any supplemental retirement plan in which the Executive may have participated. Amounts which are immediately payable above will be paid as promptly as practicable after Executive's Date of Termination; PROVIDED, HOWEVER, to the extent that no Severance or the Company would not be entitled to deduct any such payments under Internal Revenue Code Section 162(m), such payments shall be made prior to at the date on which earliest time that the Release becomes effective and irrevocable, and if payments would be deductible by the aggregate period during which Executive Company without limitation under Section 162(m) (unless this provision is entitled to consider and/or revoke waived by the Release spans two (2) calendar years, no payments under this Section 6(b)(i) Company). Any deferred payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed credited with the Company. Notwithstanding interest at a rate applied to prevent the foregoing, upon any breach by Executive imputation of any of taxable income under the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforCode.

Termination by the Company Without Cause. If, during the TermIf following a Change of Control, the Company during the Protected Period terminates the Executive’s employment without Cause, upon Executive’s “separation from service” from or the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” andExecutive terminates his employment for Good Reason, the date of any such Separation from Service, the “Termination Date”)Executive shall, subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”)4.2 hereof, Executive will be entitled to receive the payments and benefits set forth belowfollowing: (ia) The Company shall continue In addition to pay sums payable under Section 4.4, an amount equal to Executive his then-current Base Salary two times the sum of (a) the “Severance”Executive’s annual base salary in effect for the fiscal year in which the Date of Termination occurs and (B) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”)Target Bonus. The Company shall pay such amount in a lump sum no later than 10 days following the Severance in substantially equal installments in accordance Date of Termination. (b) Until the second anniversary of the Date of Termination, the Company shall provide Group Benefits to the Executive commensurate with those provided to the Executive immediately prior to the Date of Termination (with the Company’s normal payroll practices during Executive to pay any portion of an insurance premium that the Severance PeriodExecutive paid prior to the Date of Termination) or, alternatively, the Company shall reimburse the out-of-pocket costs incurred by the Executive to obtain commensurate benefits, including a gross-up payment to offset the income tax consequences of such reimbursement; provided, that no Severance payments if Executive is provided some or all of his Group Benefits by a subsequent employer, the Company’s obligation hereunder shall be limited to making up any shortfall to the extent the benefits provided by the subsequent employer are less favorable than those that would be provided hereunder by the Company, and provided further, that Executive shall submit all benefit claims and requests for reimbursement hereunder timely so that all payments due under this Section 4.1(b) may be made by December 31 of the calendar year following the year in which the expense was incurred. Any gross-up payment made hereunder shall be paid no later than the end of the year following the year in which the Executive remits the taxes to the applicable taxing authority. (c) Continuation coverage under the Company’s plan(s) as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and the Company’s group health plan(s), under the same terms and conditions applicable to other Company employees. (d) Automatic acceleration of the vesting of all stock options, restricted stock or restricted stock units granted to the Executive by the Company prior to the date on which Date of Termination. To the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under extent this Section 6(b)(i4.1(d) changes the terms of stock options, restricted stock or restricted stock units held by the Executive now or in the future in a manner that is beneficial to the Executive, this Section 4.1(d) shall be made prior deemed to be an amendment to the beginning agreement between the Company and the Executive setting forth the terms of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) awards and shall automatically terminate on the earlier form a part of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforagreement.

Termination by the Company Without Cause. If, during The Company may terminate the Term, the Company terminates Executive’s employment without Cause, Cause at any time effective upon the Executive’s “separation from service” from receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Company Executive in the event of his/her termination without Cause except as follows: (within a) all Earned Obligations; (b) Subject to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (Executive entering into a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to binding and conditioned upon Executive’s timely execution and non-revocation of a general irrevocable release of claims substantially in and separation agreement prepared by the form attached hereto as Exhibit A (Company and the “Release”) and expiration on or before the 60th day after the Executive’s continued compliance with separation from service of any period during which the provisions of Section 7 below (the “Restrictions”), Executive will be is entitled to receive revoke the payments and benefits set forth belowrelease, the Executive shall be eligible on such sixtieth (60th) day to receive: (i1) The Company shall continue to pay to Executive his then-current continuation of Base Salary (the “Severance”) during the for a period commencing on the Termination Date and ending on the of twenty-four (4)-month anniversary of the Termination Date 24) months (the “Severance Period”). The Company shall pay , payable in such manner and at such times as the Severance in substantially Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal installments in accordance with to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had the Executive continued coverage as an employee under the Company’s normal payroll practices during applicable health plans without regard to the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period; provided, that no Severance payments shall (B) be made prior eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the date on extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the Release becomes effective and irrevocabletermination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead , will be paid on at the first regularly scheduled Company payroll date occurring same time as other incentive compensation plan payments for the year in which the latter such calendar year)termination occurs are paid; and (iic) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion payments or benefits under other plans of the Option (Company to the extent then-outstanding) will vest and become exercisable upon that the effectiveness plans provide for benefits following a termination of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companyemployment. Notwithstanding the foregoing, upon any breach the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Executive of Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Club, or any of the Restrictions on their respective subsidiaries or following the Termination Date, affiliates; or (xii) breaches any unpaid portion provision of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion Sections 4 or 5 of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforthis Agreement.

Termination by the Company Without Cause. IfThe Company may terminate Employee’s employment at any time without Cause. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and (iii) A lump-sum cash payment equal to two (2) times the target STI Award for the fiscal year in which termination occurs, and (iv) A lump-sum payment equal to two (2) years of Employee’s Base Salary; and (v) If Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then during the Termperiod that Executive is entitled to such coverage under COBRA (the “Welfare Benefits Continuation Period”), the Company terminates shall pay the excess of (i) the COBRA cost of such coverage over (ii) the amount that Executive would have had to pay for such coverage if he had remained employed during the Welfare Benefits Continuation Period and paid the active employee rate for such coverage, provided, however, that (A) that if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s employment without Causespouse), upon Executivethe Company’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA. Notwithstanding the forgoing, if Employee qualifies as a “separation from servicehighly compensated individual” from the Company (within the meaning of Section 409A 105(h) of the Code), (i) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (ii) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Code of 1986, Service on Employee’s behalf) an amount equal to such taxes as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue Employee is required to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary as a result of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning inclusion of the second (2nd) Taxable Cost in income during such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year)month; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%iv) of any then-unvested portion of the Option (to the extent then-outstandingthis Section 8(d) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change shall be paid in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate lump sum on the earlier of the three sixtieth (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e60th) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or day following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any Employee’s termination of employment, subject to Section 8(i) of this Agreement. Following such breach shall be repaid termination of Employee’s employment by Executive to the Company immediately upon demand thereforwithout Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If, during the Term, the The Company terminates Executivemay terminate Employee’s employment at any time without Cause, effective upon ExecutiveEmployee’s “separation from service” from receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (within other than due to death or Disability), Employee shall be entitled to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”)following, subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”adjustment under Section 8(i) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue the Accrued Obligations; (ii) any unpaid Annual Bonus in respect to pay any completed fiscal year which has ended prior to Executive his thenthe date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than two and one-current half months following the end of the fiscal year to which the Annual Bonus relates; (iii) an amount equal to the Severance Multiplier multiplied by the sum of Employee’s Base Salary (plus target Annual Bonus amount for the “Severance”) fiscal year during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance which such termination occurs, such amount to be payable in substantially equal installments during the Severance Term, in accordance with the Company’s normal regular payroll practices practices; (iv) an additional amount equal to $45,000; and (v) notwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to the contrary, all equity awards that have not otherwise vested shall vest, and applicable restrictions shall lapse, immediately upon such termination. For purposes of this subsection (d) only, the delivery of a Notice of Non-Extension by the Company to Employee during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years period following a Change in ControlControl shall be deemed to constitute a termination without Cause, one hundred percent (100%) such that upon receipt of any thensuch Notice of Non-unvested portion of Extension by Employee, Employee shall be deemed to have waived the Option (required notice period set forth in Section 2 above, and Employee’s employment hereunder shall be deemed to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive have been terminated without Cause as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence date of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier receipt of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companynotice. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in subsections (xii) any unpaid portion of the Severance through (iv) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedcease, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforshall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 10 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. IfThe Company may terminate the employment of Executive hereunder at any time without Cause (as hereinafter defined). Notice of any such termination must be in writing and will be effective upon receipt by Executive. In the event that the employment of Executive is terminated pursuant to this Section 6(a) and if Executive fully complies with Sections 7, during the Term9, 10 and 22 of this Agreement, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current the Base Salary (the “Severance”) during the period commencing per annum as in effect on the Termination Date and ending on the four (4)-month anniversary date of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments such termination, in accordance with the standard payroll practices of the Company as in effect from time to time, for a term of twelve (12) months immediately following the date of such termination. In addition, in the event that the employment of Executive is terminated pursuant to this clause (a), the annual incentive bonus described in Section 4(c) will be paid, if any, to Executive with respect to the year in which termination occurs (pro rated for the portion of the year in which Executive was so employed). If Executive fully complies with Sections 7, 9, 10 and 22 of this Agreement, the Company shall during the twelve (12) month period immediately following termination of Executive pursuant to this clause (a), to the extent permissible under any relevant benefit plans of the Company, continue to provide participation to Executive in all other benefits provided for under Section 4(e) hereof, at the Company’s normal payroll practices expense. If Executive fully complies with Sections 7, 9, 10 and 22 of this Agreement, on the date of termination pursuant to this Section 6(a), the vesting of any options held by Executive shall accelerate with respect to the number of shares of the Company’s common stock that equals (x) the number of shares that would have vested during the Severance Period; provided12 months following termination of Executive pursuant to this Section 6(a) multiplied by (y) a fraction, the numerator of which is the number of full calendar months that no Severance payments shall be made prior have elapsed since the last vesting date or the original issue date (if a vesting date has not occurred) and the denominator of which is the number of full calendar months from the last vesting date or the original issue date (if a vesting date has not occurred) to the vesting date on which occurring during the Release becomes effective 12 months following termination. Further, if Executive fully complies with Sections 7, 9, 10 and irrevocable22 of this Agreement, and if any stock option held by Executive that is vested at the aggregate period during which Executive is entitled time of Executive’s termination pursuant to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i6(a) shall be made prior (including any portion of such option for which vesting was accelerated pursuant to the beginning preceding sentence) will be exercisable until the earlier to occur of (i) the second (2nd) expiration date of such calendar year (option pursuant to its terms and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) twelve (A12) If the Termination Date occurs within two (2) years months following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive termination pursuant to the Company immediately upon demand thereforthis Section 6(a).

Termination by the Company Without Cause. If, during the Term, the The Company terminates Executivemay terminate Employee’s employment at any time without Cause, effective upon ExecutiveEmployee’s “separation from service” from receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”other than due to death or Disability), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will Employee shall be entitled to receive the payments and benefits set forth belowto: (i) The Company shall continue the Accrued Obligations; (ii) any unpaid Annual Bonus in respect to pay any completed fiscal year which has ended prior to Executive his thenthe date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than two and one-current half months following the end of the fiscal year to which the Annual Bonus relates; (iii) an amount equal to the Severance Multiplier multiplied by the sum of Employee’s Base Salary (plus target Annual Bonus amount for the “Severance”) fiscal year during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance which such termination occurs, such amount to be payable in substantially equal installments during the Severance Term, in accordance with the Company’s normal regular payroll practices during practices; (iv) payment by the Severance PeriodCompany of premiums for Employee and his dependents of Employee’s group health insurance COBRA continuation coverage, if so elected, for the lesser of (A) eighteen (18) months following the date of such termination or (B) the number of months remaining in the Term of Employment (assuming no such termination had occurred); provided, that no Severance payments however, the Company’s obligation to continue to provide such payment shall be made prior cease when Employee becomes eligible to participate in a plan offered by his subsequent employer or his spouse’s employer; and (v) notwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to the date contrary, if such termination occurs on which or within the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years period following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest all equity awards that have not otherwise vested shall vest, and become exercisable applicable restrictions shall lapse, immediately upon the effectiveness of the Release (and shall, following such termination. For purposes of this subsection (d) only, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence delivery of a Change in Control, one hundred percent Notice of Non-Extension by the Company to Employee during the two (100%2) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of year period following a Change in Control (shall be deemed to constitute a termination without Cause, such that upon receipt of such Notice of Non-Extension by Employee, Employee shall be deemed to have waived the required notice period set forth in accordance with Section 4(e) 2 above) , and Employee’s employment hereunder shall automatically terminate on the earlier be deemed to heave been terminated without Cause as of the three (3)-month anniversary date of the Termination Date (to the extent receipt of such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companynotice. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in subsections (xii) any unpaid portion of the Severance through (iv) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedcease, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforshall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 10 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If, during the TermAt any time, the Company terminates shall have the right to terminate Executive’s employment without Causecause by providing written notice to the Executive. 6.3.1 Upon any termination pursuant to this Section 6.3, Executive shall be entitled to (a) Base Salary earned but unpaid as of the date of the Executive’s termination and (b) any other payments and/or benefits which the Executive is entitled to receive under any of the Benefit Plans or otherwise in accordance with the terms of such plan or arrangement, including, without limitation, a cash payment for all earned but unused vacation time. Additionally, upon execution of a general release of claims against the Company and after the expiration of any applicable rescission or revocation period: Executive will receive (i) Base Salary in effect at the time of the termination for a period of six (6) months (the “Continuation Period”) following the termination of Executive’s “separation from service” from employment with the Company Company, in the manner and at such times as the Base Salary otherwise would have been payable to Executive, (within ii) continuation at the meaning Company’s then share of the expense for the lesser of (A) the Continuation Period, or (B) until Executive obtains comparable replacement coverage, of medical and dental benefits in effect under COBRA as of the date of termination of employment, (iii) a pro-rata payment for the year of termination equal to the discretionary Incentive Bonus multiplied by a fraction, the numerator of which is the number of days transpired in the calendar year up to and including the date on which the Executive’s employment is terminated rounded to the end of the quarter in accordance with 5.2(b), and the denominator of which is 365, such payment shall be made at the time of termination in accordance with the Company’s normal payroll procedures; and (iv) all unvested Stock Options scheduled to vest over a period of twelve (12) months following the date of termination shall immediately vest and be immediately exercisable. Notwithstanding the foregoing, if any such termination without Cause or for Good Reason occurs before the first anniversary of this Agreement, all unvested Stock Options scheduled to vest over a period of twenty-four (24) months following the date of termination shall immediately vest and be immediately exercisable. In order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, under no circumstances may the date time or schedule of any such Separation from Servicepayment made, the “Termination Date”)or benefit provided, pursuant to this Section 6.3.1 be accelerated or subject to and conditioned upon Executive’s timely execution and non-revocation a further deferral except as otherwise permitted or required pursuant to regulations or other guidance issued pursuant to Section 409A of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”)Code. In addition, Executive will be entitled does not have any right to receive make any election regarding the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary time or form of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments any payment due under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) 6.3.1 or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive other provision of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforthis Agreement.

Termination by the Company Without Cause. IfThe Company may, during at any time and without prior written notice, terminate the Term, the Company terminates Executive’s employment without Cause, upon . In the event that the Executive’s “separation employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from service” a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (within i) severance payments totaling (A) if the meaning termination does not occur during the CIC Protection Period, twelve (12) months of Section 409A base salary, paid in equal installments according to the Company’s regular payroll schedule over the twelve (12) months following the Date of the Internal Revenue Code of 1986, as amended Termination (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination DateSeverance Period”), subject or (B) if the termination occurs during the CIC Protection Period, twelve (12) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to and conditioned upon the “COBRA” premium for Executive’s timely execution elected coverage as of the Date of Termination for twelve (12) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and non-revocation benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a general release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the “Release”Date of Termination, and on such release becoming effective, and (B) and the Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits restrictive covenants set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date in Sections 6, 7 and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period8; provided, that no Severance if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two described in (2i) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the preceding sentence shall commence in the second (2nd) such calendar taxable year (and any payments otherwise payable prior thereto (if any) that would have been made in the first taxable year shall instead be paid on in a lump sum at the first regularly scheduled time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company payroll date occurring to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the latter such calendar yearevent of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); and (ii) (A) If the Termination Date occurs within two (2) years rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. IfExcept as provided in Section 6(d), during the Term, if the Company terminates the Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Cause pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”5(b)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will shall be entitled to receive receive, in addition to the payments and benefits set forth belowitems referenced in Section 6(a), the following: (i) The Company shall continue to pay to Executive continued payment of his thenBase Salary, at the rate in effect on his last day of employment, for a period of twenty-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date 24) months (the “Severance PeriodPayment”). The Company Severance Payment shall pay the Severance be paid in substantially approximately equal installments in accordance with on the Company’s normal regularly scheduled payroll practices dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the Severance Period; provided, twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that no Severance payments shall be made the Company paid for such coverage immediately prior to the date on which termination of the Release becomes effective Executive’s employment and irrevocablesubject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and if employment taxes, is equal to the aggregate period during which employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive is entitled by the Company Group; and (iv) a bonus equal to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to times the beginning greater of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Severance shall cease to be payable Executive’s employment if shorter), and shall be forfeited by Executive upon such breach, (y) any unexercised portion the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the Option shall fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be immediately forfeited, and payable unless the Executive has signed a general release (zattached hereto as Exhibit A) any Severance amounts paid to Executive on or after the within 45 days of date of any such breach shall be repaid by Executive termination, which has (and not until it has) become irrevocable, satisfactory to the Company immediately upon demand thereforin the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.

Termination by the Company Without Cause. If, during the Term, the The Company terminates Executivemay terminate Employee’s employment at any time without Cause, effective upon ExecutiveEmployee’s “separation from service” from receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”other than due to death or Disability), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will Employee shall be entitled to receive the payments and benefits set forth belowto: (i) The Company shall continue Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to pay any completed fiscal year which has ended prior to Executive the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs; (iii) An amount equal to the Severance Multiplier multiplied by the sum of his then-then current Base Salary and Annual Bonus (determined using the “Severance”) target Annual Bonus if such termination occurs during the fiscal year in which the Commencement Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Commencement Date falls), payable in substantially equal monthly installments over the period commencing on the Termination Date date of termination and ending on the four (4)-month anniversary date that is one day prior to two and one-half months following the end of the Termination Date Company’s fiscal year in which such termination occurs (the “Severance PeriodTerm”). The Company shall pay the Severance in substantially equal installments in accordance with ; (iv) Continuation of participation under the Company’s normal payroll practices during health and other insurance plans for a period of years equal to the Severance PeriodMultiplier, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; provided, however, that no Severance payments if the cash value is paid to Employee, it shall be made paid to Employee no later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs; and (v) Vesting, as of the date on of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, period immediately following such termination, remain outstanding and eligible termination (without regard to vest on such date of the Release has become effective and irrevocableany subsequent vesting events); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in subsections (xii) any unpaid portion of the Severance through (iv) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedcease, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforshall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If, during the Term, the Company terminates If Executive’s employment is terminated by the Company without Cause, upon Executive’s “separation from service” from executive shall receive the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”)following, subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below:8(g): (i) The Company shall continue an amount equal to pay to Executive his then-current Executive’s Base Salary (the “Severance”) during the period commencing on the Termination Date date of termination, less taxes and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance withholdings, payable in substantially equal installments over a period of 12 months in accordance with the Company’s normal payroll practices during practices, with payments commencing with the Severance Period; providedCompany’s first payroll after the sixtieth (60th) day following Executive’s termination of employment, and such first payment shall include any such amounts that no Severance would otherwise be due prior thereto; (ii) a pro rata portion of the Target Annual Bonus amount that Executive would have been eligible to receive pursuant to Section 4 hereof in such year of termination, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, less taxes and withholdings, payable in substantially equal installments over a period of 12 months in accordance with the Company’s normal payroll practices, with payments commencing with the Company’s first payroll after the sixtieth (60th) day following Executive’s termination of employment, and such first payment shall include any such amounts that would be made otherwise due prior thereto; (iii) provided that Executive elects to purchase continued healthcare coverage under COBRA, an amount equal to the Company’s portion of the premium for medical and dental benefits under the Company’s group medical and dental plans that the Company was paying on Executive’s behalf on the date of termination (which subsidy will be treated as imputed income) for a period of 12 months, with the first payment commencing on the Company’s first payroll date after the 60th day following Executive’s termination of employment, and such first payment shall include any such amounts that would otherwise be due prior thereto; (iv) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the date on year of termination, less taxes and withholdings, which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior payable on the 60th day following Executive’s termination of employment; (v) a lump sum amount equal to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (earned, but unpaid, Base Salary, if any) , through the date of Executive’s termination of employment, less taxes and withholdings, which shall instead be paid on payable with the Company’s first regularly scheduled Company payroll date occurring in the latter such calendar year)after Executive’s termination of employment; and (iivi) (A) If the Termination Date occurs within two (2) years following a Change in Controllump sum amount equal to any unreimbursed business expenses, one hundred percent (100%) of any then-unvested portion of the Option (if any, pursuant to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing7, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after incurred through the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforExecutive’s termination of employment.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1.409A-1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for twelve (the “Severance”12) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The Company shall pay , less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) an amount equal to the unpaid bonus (if any) that Executive would have earned pursuant to Section 2.2 with respect to any Performance Period completed prior to the termination date but for the employment requirement set forth in Section 2.2; and (iii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in substantially connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal installments to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the Company which may be in Executive’s possession or under his control but excluding copies of records related to Executive’s compensation from the Company and any equity ownership in the Company); (iv) Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforplan.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s “separation from service” from employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall continue be paid at such time annual bonuses are paid to pay other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive his thenfor the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-current five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus. (iv) An amount equal to the Severance Multiplier times the sum of Base Salary (and the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance Target Annual Bonus, such amount to be paid in substantially equal installments payments over the Severance Term, and payable in accordance with the Company’s normal regular payroll practices during the Severance Periodpractices; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablehowever, and if the aggregate period during which Executive such termination is entitled to consider and/or revoke the Release spans two (2) calendar yearsa CIC Qualified Termination, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) amount shall instead be paid payable in a single lump sum within five (5) days of such termination; and (v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled Company payroll date occurring of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and event that Executive becomes eligible to vest on such date receive any health benefits as a result of subsequent employment or service during the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the CompanySeverance Term. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in clauses (xii) any unpaid portion of the Severance through (v) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedterminate, and (z) any Severance amounts paid the Company shall have no further obligations to Executive on or after with respect thereto, in the date event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of any such breach shall be repaid Executive’s employment by Executive to the Company immediately upon demand thereforwithout Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. IfThe Company may terminate the Executive’s employment at any time without Cause as such term is defined in Section 5.3 below, during in which case, subject to Section 23: (i) The Executive shall be paid a lump sum cash payment, payable within 30 days after his termination of employment, equal to the total Salary which would have been paid to him under this Agreement for the remainder of the Term, based on a Salary rate equal to the greater of (A) the rate in effect on the Effective Date, or (B) the rate in effect on termination of his employment; and (ii) The Executive shall be entitled to a lump sum payment payable within 30 days after his termination of employment equal to the amount of annual bonuses which would have been paid to him under this Agreement for the remainder of the Term based upon the bonus rate per annum that is equal to the bonus paid or payable by the Company terminates to the Executive for the immediately preceding bonus year; and (iii) Benefits (as described in Sections 4(c) and 4(d) above) shall continue to be provided to the Executive by the Company during the period of Salary continuation described in item (i) above as if the Executive’s employment without Causehad continued for the remainder of the Term; provided, upon Executive’s “separation from service” from however, that to the extent any such benefit cannot be continued as a matter of law during the remaining period of the Term because the Executive is no longer employed by the Company (within or because providing the meaning of benefit would subject the Executive to additional income taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments Executive in accordance with the Company’s normal payroll practices during procedures (commencing with the Severance Periodfirst payroll period that begins on or immediately after the termination by the Company of the Executive’s employment without cause) an amount equal to its cost of providing such benefit at the same rate or level as such benefit was provided or available at the time the benefit was required as a matter of law to be discontinued because the Executive ceased to be employed by the Company or because providing the benefit would subject the Executive to additional income taxes under Section 409A of the Code and; provided, further, that no Severance payments any such benefit shall be made prior to discontinued on the date on which that the Release Executive becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following coverage for a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence substantially equivalent rate or level of a Change in Control, one hundred percent (100%) comparable benefit as a result of any then-unvested portion of the Option held his employment by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforsuccessor employer.

Termination by the Company Without Cause. If, during the Term, the The Company terminates Executivemay terminate Employee’s employment at any time without Cause, effective upon ExecutiveEmployee’s “separation from service” from receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”other than due to death or Disability), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will Employee shall be entitled to receive the payments and benefits set forth belowto: (i) The Company shall continue Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made any completed fiscal year which has ended prior to the date on of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs; (iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Release becomes effective and irrevocableClosing Date falls, and if using the aggregate period during highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar yearsClosing Date falls), no payments payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under this Section 6(b)(i8(e) shall be made prior deemed to be a separate payment for purposes of Section 409A of the Code; (iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the beginning of position in which the second (2nd) Employee would have been had such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on alternative arrangements not been used by the first regularly scheduled Company payroll date occurring in the latter such calendar year)Company; and (iiv) (A) If the Termination Date occurs within two (2) years following a Change in ControlVesting, one hundred percent (100%) of any then-unvested portion as of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness date of the Release (and shall, following such termination, remain outstanding and eligible in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to vest on such date of the Release has become effective and irrevocableany subsequent vesting events); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in subsections (xii) any unpaid portion of the Severance through (iv) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedcease, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforshall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. IfThe Company may, during at any time and without prior written notice, terminate the Term, the Company terminates Executive’s employment without Cause, upon . In the event that the Executive’s “separation employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from service” a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (within i) severance payments totaling (A) if the meaning termination does not occur during the CIC Protection Period, nine (9) months of Section 409A base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of the Internal Revenue Code of 1986, as amended Termination (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination DateSeverance Period”), subject or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to and conditioned upon the “COBRA” premium for Executive’s timely execution elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and non-revocation benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a general release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the “Release”Date of Termination, and on such release becoming effective, and (B) and the Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits restrictive covenants set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date in Sections 6, 7 and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period8; provided, that no Severance if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two described in (2i) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the preceding sentence shall commence in the second (2nd) such calendar taxable year (and any payments otherwise payable prior thereto (if any) that would have been made in the first taxable year shall instead be paid on in a lump sum at the first regularly scheduled time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company payroll date occurring to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the latter such calendar yearevent of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); and (ii) (A) If the Termination Date occurs within two (2) years rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. If, during In the Term, event that the Company terminates Executive’s your employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially Cause in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance accordance with the provisions of Section 7 below 3(a)(iv) hereof, and conditioned on your compliance with this Agreement during the Notice Period (the “Restrictions”but not for any other reason, including without limitation under Sections 3(a)(i), Executive (ii), (iii), or (v)), then in addition to the amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the condition precedent in Section 4(i) below, the following will be entitled provided to receive you following the payments and benefits set forth belowtermination of the Notice Period: (i) You will be paid a lump sum amount equal to one year’s Base Salary at the rate in effect immediately prior to said termination, to be paid no later than sixty (60) days following your termination; (ii) With respect to the Annual Bonus for the calendar year prior to the calendar year in which your termination occurs, you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Bonus; (iii) You will be paid an amount equal to the Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (iv) You will be paid a pro-rata portion of your Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, based on the number of days you were employed by the Parent Group during such year and calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (v) The Company shall will pay COBRA premiums to continue your coverage pursuant to pay COBRA and the applicable insurance policies up and until the earlier of: (i) 12 months from the date of termination, (ii) or the date upon which you cease to Executive his then-current Base Salary (be eligible for COBRA continuation coverage under applicable law and the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary terms of the Termination Date applicable policies. You agree to notify the Company in the event that you obtain coverage with another employer group health plan that does not contain any exclusions or limitations with respect to any pre-existing condition, or if you become entitled to Medicare benefits; and (vi) In the “Severance Period”). The event that the Company shall pay the Severance in substantially equal installments terminates your employment without Cause in accordance with the Company’s normal payroll practices during provisions of Section 3(a)(iv), then for so long as you shall remain in full compliance with the Severance Period; providedobligations set forth in Sections 7, that no Severance payments shall be made prior 8, and 10 below, and conditioned on such continued compliance, all Restricted Shares previously granted to you which have not vested as of the date on which the Release becomes effective and irrevocableof your termination, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) , shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible continue to vest on the applicable dates set forth in the applicable award agreements granting such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforRestricted Shares.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon Executive’s “separation from service” from receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall continue be paid at such time annual bonuses are paid to pay other senior executive officers of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iv) A lump sum payment equal to Executive his the Severance Multiplier multiplied by the sum of (x) Executive’s then-current Base Salary and (y) Executive’s target Annual Bonus for the “Severance”fiscal year in which the date of termination occurs (or if such target Annual Bonus has not yet been established for such fiscal year, the target Annual Bonus for the fiscal year prior to the year in which the date of termination occurs), payable as soon as reasonably practicable following the date of termination, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (v) To the extent permitted by applicable law without any tax or penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, for a period of eighteen (18) months following the date of termination of Executive’s employment, on the first regularly scheduled payroll date of each month during such eighteen (18) month period, the Company will pay Executive an amount equal to the monthly COBRA premium cost for current coverage and ; provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the eighteen (18) month period in the event that Executive becomes eligible to receive comparable health benefits through a new employer. In the event that the provision of the continued coverage described herein is legally prohibited, or could subject either the Company or Executive to any tax or penalty, after consulting with Executive, the Company shall be permitted to modify such coverage so as to comply with applicable law and avoid any such tax or penalty; (vi) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding that would have vested during a number of months following the date of termination of Executive’s employment equal to the Severance Multiplier multiplied by twelve (12) shall become vested and non-forfeitable as of the date of termination of Executive’s employment; provided, that in the event the termination of Executive’s employment follows a Change of Control, any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become fully vested and non-forfeitable as of the date of termination of Executive’s employment; (vii) Any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period commencing from the commencement of the applicable performance period through the date of termination of Executive’s employment), based on the Termination Date and ending on actual performance for the four applicable performance period , and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; and (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments viii) Outplacement services at a level commensurate with Executive’s position in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior as in effect from time to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companytime. Notwithstanding the foregoing, upon the payments and benefits described in clauses (ii), (iii), (iv), (v) (vi), (vii) and (viii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any breach by Executive of any provision of the Restrictions on Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or following any other benefits under this Agreement. For the Termination Dateavoidance of doubt, (x) any unpaid portion Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforBenefits.

Termination by the Company Without Cause. If, during The Company shall have the Term, the Company terminates right to terminate Executive’s employment without CauseCause upon sixty (60) days written notice (subject to and in accordance with Sections 5.10 and 6.2 below), upon in which event the Company shall: (a) on the Date of Termination, pay Executive all compensation, expenses and other amounts owed to him as of the Date of Termination (as defined in Section 5.10 below); and (b) continue to pay Executive’s “separation from service” from Base Salary (in effect as of the Date of Termination) for the remainder of the Term or for two (2) years after the Date of Termination, whichever is greater; provided however, that upon a termination pursuant to this Section 5.4 within six (6) months before the effective date of a Change in Control (as defined herein), or within eighteen (18) months following the effective date of such a Change in Control, the Company (within shall continue to pay Executive’s Base Salary for the meaning of Section 409A remainder of the Internal Revenue Code Term or for three (3) years after the Date of 1986Termination, whichever is greater. “Change in Control” as used in this Agreement means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “CodeExchange Act”)) (a an “Separation from Service” and, the date of any such Separation from Service, Exchange Act Person”) becomes the “Termination Date”beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), subject to and conditioned upon Executive’s timely execution and non-revocation directly or indirectly, of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary securities of the Termination Date Company representing more than fifty percent (50%) of the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with combined voting power of the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain then outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence securities other than by virtue of a Change in Controlmerger, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on consolidation or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companysimilar transaction. Notwithstanding the foregoing, upon a Change in Control shall not be deemed to occur solely because the level of ownership held by any breach Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by Executive the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the Restrictions on or following then outstanding voting securities owned by the Termination DateSubject Person over the designated percentage threshold, (x) any unpaid portion of the Severance shall cease to be payable and then a Change in Control shall be forfeited by Executive upon such breachdeemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (ydirectly or indirectly) any unexercised portion of the Option shall be Company if, immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date consummation of any such breach shall be repaid by Executive to merger, consolidation or similar transaction, the stockholders of the Company immediately upon demand thereforprior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (iii) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or (iv) during any period of 12 consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

Termination by the Company Without Cause. IfThe Company may terminate Executive’s employment at any time without Cause, during effective upon Executive’s receipt of written notice of such termination. If Executive’s employment is terminated by the TermCompany without Cause and Executive complies with Section 7(h) hereof, Executive shall be entitled to: (1) The Accrued Rights; (2) An amount equal to the greater of (A) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment or (B) the sum of (x) one year of Executive’s then current Base Salary and (y) one year of Executive’s Target Annual Bonus; (3) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any equity awards previously granted; (4) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from shall cover the Company (within premium cost of such coverage monthly for the meaning lesser of Section 409A eighteen months following the Date of Termination or until the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”)no longer qualifies for COBRA continuance coverage. The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during obligation to cover the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and premium cost will terminate if the aggregate period during which Executive is entitled becomes eligible to consider and/or revoke the Release spans two (2) calendar years, no payments obtain benefits under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year)a subsequent employer’s benefit plan; and (ii5) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) If one year from the Date of Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and or (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion end of the Option held by Term of Employment. The payments and benefits described in clauses (2), (3), (4) and (5) above shall immediately terminate, and the Company shall have no further obligations to Executive as with respect thereto, if Executive materially breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following the Date of Termination Date shall remain outstanding and eligible of Executive pursuant to vest upon the occurrence of a Change this Section 7(d), except as set forth in Control (in accordance with Section 4(e) above7(d) and Section 14, Executive shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (have no further rights to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) any compensation or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforother benefits under this Agreement.

Termination by the Company Without Cause. If, during The Company may terminate this Agreement and the Term, the Company terminates Executive’s employment without Cause, upon Cause at any time. In the event that the Executive’s “separation from service” from employment is terminated by the Company without Cause (within other than due to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”Executive’s death or Disability)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will shall be entitled to receive the payments and benefits set forth belowto: i. the Accrued Obligations, which shall be paid when such amounts would have been paid if the Executive has remained employed following such termination by the Company without Cause; ii. an amount equal to the sum of: (i) The Company shall continue twelve (12) months of Annual Base Salary; and (ii) an amount equal to pay to Executive his then-current Base Salary the Annual Target Bonus as if all criteria and metrics had been met, with such total amount payable in twelve (the “Severance”12) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal monthly installments in accordance with the Company’s normal standard payroll practices during the Severance Periodpractices; provided, however that no Severance payments if such termination of employment occurs while the Executive is employed by Echo (or a successor pursuant to Section 12(b)) and within twelve (12) months following a Change in Control (as defined below), such total amount shall be made prior paid in a single lump sum; iii. effective on the date of the termination of employment, the stock options described in Section 4(c)(i) and (ii), (the “Options”) that are unvested and would have vested at the next annual vesting date if the Executive had remained employed shall vest pro rata based on the number of months worked by the Executive since the last vesting date; provided however that if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in either case, within twelve (12) months following a “change in control” (as defined in the applicable Option agreement) then all Options to the date on which the Release becomes effective extent then unvested shall become fully vested and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning exercisable as of the second effective date of the Executive’s termination of employment; and iv. continuation of the health benefits (2nd) such calendar year (only under the Company’s medical and any payments otherwise payable prior thereto (dental insurance plans, if any) shall instead be paid on in accordance with this paragraph for the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within lesser of two (2) years or the period that the Executive is entitled to continuation of health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); provided that the Executive must elect COBRA coverage to be entitled to this benefit, and provided further that: (A) if any such plan is fully insured, then the Executive shall be required to pay as each COBRA premium an amount equal to the allocable share of the cost of coverage for similarly situated active employees of the Company under such plan; or (B) if any such plan is not fully insured, the Executive shall be required to pay the full COBRA premium and the Company will reimburse the Executive for a portion of the COBRA premium charged to the Executive that represents the Company’s allocable share of the cost of coverage for similarly situated active employees of the Company under such plan; provided, however, that as a condition of receiving the payments and benefits in clauses (ii), (iii) and (iv), the Executive must execute within such period of time following termination of employment as is permitted by the Company (and not timely revoke during any revocation period provided therein) a comprehensive release, covenant not to ▇▇▇, and non-disparagement agreement from the Executive in favor of the Company, its executives, officers, directors, affiliates, and all related parties, in such form as may be provided by the Company; provided, however, that the release will not apply to the payment and benefits described in clauses (i) through (iv). As used in clause (ii) above, “Change in Control” means the occurrence of either of the following events after the Executive becomes employed by Echo under this Agreement: (A) the acquisition by any one person, or more than one person acting as a group (other than any person or more than one person acting as a group who is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of Echo prior to such acquisition), of stock of Echo, that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Echo; or (B) within any twelve-month period (beginning on or after the Effective Date) the acquisition by any one person, or more than one person acting as a group, of the assets of Echo, that have a total gross fair market value of sixty-five percent (65%) or more of the total gross fair market value of all of the assets of Echo, immediately before such acquisition or acquisitions; provided, however, that transfers to the following entities or person(s) shall not be deemed to result in a Change of Control: (I) an entity as to which the shareholders of Echo immediately before the transfer continue to own, directly or indirectly, immediately after the transfer, more than fifty percent (50%) of the total fair market value or total voting power of the stock, immediately after the transfer; (II) an entity, more than fifty percent (50%) of the total fair market value or total voting power of the stock of which is owned, directly or indirectly, by Echo; or (III) any employee benefit plan maintained by or contributed to by Echo. For purposes of this definition of Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (persons will be considered to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) be acting as a group if the Termination Date occurs prior to the occurrence they are owners of a Change in Controlcorporation that enters into a merger, one hundred percent (100%) consolidation, purchase or acquisition of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance stock, or similar business transaction with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the CompanyEcho. Notwithstanding the foregoing, upon any breach no Change in Control shall be deemed to have occurred for purposes of this Agreement by Executive reason of any actions or events in which the Executive participates in a capacity other than in the Executive’s capacity as an employee. It is intended that this definition of Change in Control be consistent with the Restrictions on definition of a “change in the ownership of a corporation” or following the Termination Date, (x) any unpaid a “change in a substantial portion of the Severance shall cease to be payable assets of a corporation” within the meaning of Code Section 409A, and this definition shall be forfeited by Executive upon construed consistent with such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforintent.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1.409A-1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for nine (the “Severance”9) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The Company shall pay , less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) an amount equal to the unpaid bonus (if any) that Executive would have earned pursuant to the Bonus Plan with respect to any Performance Period (as defined in the Bonus Plan) completed prior to the termination date but for the employment requirement set forth in Section 6.3 of the Bonus Plan; and (iii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in substantially connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal installments to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the Company which may be in Executive’s possession or under his control but excluding copies of records related to Executive’s compensation from the Company and any equity ownership in the Company); (iv) Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforplan.

Termination by the Company Without Cause. If, during the Term, the The Company terminates Executivemay terminate Employee’s employment without Cause, which termination shall be effective upon ExecutiveEmployee’s “separation from service” from receipt of written notice of the same in accordance with this Agreement. Upon any termination of Employee’s employment by the Company without Cause pursuant to this Section 4.2, Employee shall be entitled to: (a) a lump sum cash payment, payable within ten (10) business days after the date of termination of Employee’s employment equal to the sum of: (i) any accrued but unpaid salary as of the date of such termination; (ii) any accrued but unpaid annual cash bonus payable under the Company’s EVA Bonus Program for any annual period ended prior to the date of such termination; and (iii) all expenses incurred for which documentation has been or will be provided in accordance with the Company’s policies but not yet reimbursed; (b) a lump sum cash payment, payable within ten (10) business days of the date that is six (6) months following the date of termination (or, if Employee is not considered a “key employee” within the meaning of Section 409A of the Internal Revenue Code at the time of 1986, as amended (the “Code”)) (a “Separation from Service” andtermination, the date of any such Separation from Service, the “Termination Date”Employee’s employment terminates), subject equal to the amount payable under the Company’s EVA Bonus Program for the annual period in which such termination occurs, as if the Employee’s employment had not been terminated, prorated through the date of such termination; (c) continuation of all perquisites and conditioned upon Executive’s timely execution and nonother Company-revocation related benefits to which Employee was entitled as of a general release the date of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”)his termination, Executive will be entitled to receive the payments and benefits including, but not limited to, those set forth below:in Section 2.3 above, through the end of the second calendar year following the year in which Employee’s employment terminates, if and to the extent the provision of such perquisites or benefits complies with Section 409A of the Code; (id) The Company immediate vesting of all of Employee’s stock options, warrants and any other equity awards based on Employer’s securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc., all of which shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments remain exercisable in accordance with the original terms on the date of grant, or, if later, the maximum date stock rights may be extended under Section 409A of the Code; (e) continued participation in, and continuation by the Company of the payment of the relevant premiums applicable to, the life insurance and health, welfare and medical insurance plans described in Section 2.3 or comparable plans at the Company’s normal payroll practices during expense (subject to the Severance Period; providedterms of the applicable plans) through the end of the second calendar year following the year in which Employee’s employment terminates, if and to the extent the provision of continued participation and payments of premiums complies with Section 409A of the Code; (f) continued participation, through the end of the second calendar year following the year in which Employee’s employment terminates, of Employee and each of his dependents in all other Company-sponsored health, welfare and benefit plans or comparable plans at the Company’s expense (subject to the terms of the applicable plans) at the benefit levels in effect from time to time and with COBRA benefits commencing thereafter, if and to the extent the provision of continued benefits and benefit levels complies with Section 409A of the Code and any other applicable laws and regulations. In addition to the foregoing payments and continuation of benefits, the Company shall pay Employee a lump sum cash payment, payable within ten (10) business days of the date that is six (6) months following the date of termination of Employee’s employment (or, if Employee is not considered a “key employee” within the meaning of Section 409A of the Code at the time of termination, the date Employee’s employment terminates), an amount equal to the product of (I) two multiplied by (II) the sum of (1) Employee’s then current annual salary pursuant to Section 2.1 and (2) the average amount paid to Employee under the Company’s EVA Bonus Program with respect to the most recent three calendar years (or such shorter period to coincide with Employee’s years of employment with the Company prior to the end of the preceding calendar year). Notwithstanding anything in this Agreement to the contrary, if at the time of termination, Employee is a “specified employee” or “key employee” who has experienced a “separation from service,” each within the meaning of Section 409A of the Code, no Severance payments or benefits pursuant to this Agreement that are considered “deferred compensation” subject to Section 409A of the Code shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive that is entitled to consider and/or revoke the Release spans two six (26) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or months after the date of “separation from service” (or, if earlier, Employee’s date of death), except as otherwise provided in the Code, Section 409A of the Code or any regulations promulgated thereunder. In such breach shall be repaid by Executive event, the payments subject to the Company immediately upon demand thereforsix (6) month delay will be paid in a lump sum on the earliest permissible payment date.

Termination by the Company Without Cause. If, (a) The Company may terminate Executive’s employment at any time during the TermEmployment Period for reasons other than death, Disability or Cause by giving written notice to Executive, which notice shall specify the Effective Date of Termination and which Effective Date of Termination shall be no less than thirty (30) calendar days after the date of such notice. From and after the Effective Date of Termination, the Company terminates shall have no further obligation to pay any Base Salary to Executive’s employment without Cause. In the event of such termination, except as provided in Section 6.8 with respect to termination within twenty-four (24) months after a Change in Control, Executive shall be entitled to the payments and benefits described in Section 6.5(b), contingent upon Executive’s “separation from service” from executing and returning to the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)and not revoking) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in substantially in the form attached hereto as Exhibit A within the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days). (b) Within the “Release”later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims which he is obligated to deliver as described above, and as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive a lump sum cash payment equal to (i) two (2) times the sum of (A) Executive’s continued compliance Base Salary in effect as of the Effective Date of Termination and (B) Executive’s Target Annual Bonus for the year in which the termination occurs and (ii) a pro rata cash payment equal to Executive’s Target Annual Bonus for the year of termination based on service from commencement of the applicable bonus year through the Effective Date of Termination. In addition, vesting and all other rights with respect to stock options and other equity-based compensation awards not covered under Section 6.1 above (other than LTIP Awards) will be treated in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant documents; provided, however, that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards not covered by Section 6.1 above will be treated in accordance with the LTIP as then in effect. The entitlement of Executive to benefits under any benefit program, policy or plan described in Section 5.1 hereof shall be determined in accordance with the provisions of Section 7 below (the “Restrictions”)such program, Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Periodpolicy or plan; provided, that no Severance payments shall be made prior however, that, subject to the date on which last sentence of this Section 6.5, the Release becomes effective Company shall provide, at its expense, continued participation in any medical insurance and irrevocable, and if the aggregate period during dental insurance plans in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive or his dependents participated as of the Effective Date of Termination for twenty-four (24) months following the Effective Date shall remain outstanding and eligible to vest upon of Termination at the occurrence of a Change same coverage level as in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier effect as of the three (3)-month anniversary Effective Date of Termination, but subject to such modifications as shall be established for executives of the Company in the same or similar positions to that of Executive. As a condition to receiving such continued coverage, Executive may be required to elect continuation coverage under “COBRA” under the terms of the applicable plans, in which case the Company shall reimburse Executive for the cost of such continued coverage at the same coverage level as in effect as of the Effective Date of Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior subject to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any modifications as shall be established for executives of the Restrictions on Company in the same or following the Termination Date, (x) any unpaid portion similar positions to that of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforExecutive.

Termination by the Company Without Cause. If(a) The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive’s employment is terminated without Cause, during then provided that the TermExecutive executes a general release in favor of the Company, in form and substance acceptable to the Company (the “Release”), which Release is effective not later than 60 days following Executive’s separation from service (as defined under Treasury Regulation Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 6.1(c), then (i) the Company shall continue to pay Executive as severance Executive’s then-effective Base Salary for a period of the first six (6) months following Executive’s Separation from Service (the “Severance Period”), less applicable withholdings and deductions, on the Company’s regular payroll dates and (ii) if Executive is participating in the Company’s group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company terminates shall pay that portion of Executive’s employment without Cause, upon Executive’s “separation from service” from COBRA premiums that the Company was paying prior to the Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (within such shorter period, the meaning “COBRA Payment Period”). The Company’s COBRA premium payment obligation will end immediately if the Executive obtains health care insurance from any other source during the Severance Period. However, if at any time the Company determines, in its discretion, that the payment of the COBRA premiums would be reasonably likely to result in a violation of the nondiscrimination rules of Section 409A 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s portion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of Executive’s Separation from Service for that month, subject to applicable tax withholdings and deductions. (c) (a “The Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.1(b) prior to the 60th day following Executive’s Separation from Service” and, . On the date of any such 60th day following Executive’s Separation from Service, and provided that Executive has delivered an effective Release, the “Termination Date”)Company will make the first payment to Executive under Section 6.1(b) in a lump sum equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 7.11. (d) The benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially not in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”)addition to, any benefits to which Executive will may otherwise be entitled to receive the payments and benefits set forth below: (i) The under any Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; providedseverance plan, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on policy or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforprogram.

Termination by the Company Without Cause. If, If Executive’s employment hereunder is terminated by the Company without Cause during the Term, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth belowthen: (i) The Company shall continue to will pay the Accrued Obligations to Executive his then-promptly following the effective date of such termination; (ii) The Company will pay Executive a total amount equal to twelve (12) months of Executive’s then current Base Salary (the “Severance”) during the period commencing on the Termination Date Salary, less applicable taxes and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance deductions; to be made in substantially approximately equal biweekly installments in accordance with the Company’s normal usual payroll practices during over a period of twelve (12) months beginning after the Severance Periodeffective date of the separation agreement described in Section 4(d); (iii) The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements of COBRA and subject to Executive’s payment of a premium co-pay related to the coverage that is no less favorable than the premium co-pay charged to active employees of the Company electing the same coverage for eighteen (18) months from the Separation Date; provided, that the Company shall have no Severance payments shall be made prior obligation to the date on which the Release provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year)eligible for medical coverage with another employer; and (iiiv) That portion of unvested options then held by Executive, if any, that would have vested during the twelve (A12) If month period following the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) effective date of any then-unvested employment termination but for such termination shall vest and be immediately exercisable as of the date of the employment termination. That portion of the Option shares of restricted stock then held by Executive, if any, that are subject to a lapsing forfeiture right that would have terminated during the twelve (to 12) month period following the extent then-outstanding) effective date of employment termination but for such termination will vest and become exercisable upon the effectiveness terminate as of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective employment termination. All options and irrevocable); and (B) if the Termination Date occurs prior shares of restricted stock shall otherwise be subject to the occurrence terms and conditions of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding their respective agreements and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforapplicable plan.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1 .409A- 1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for twelve (the “Severance”12) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The Company shall pay , less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) payment of that portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) that exceeds the active employee rate, provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in substantially connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal installments to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement only if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in accordance with the terms and conditions of the Proprietary Information Agreement; (iv) Executive complies and continues to comply with all post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan. (e) The Severance Benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program, and Executive acknowledges and agrees that Executive shall have no rights or entitlements to any benefits or payments under any such plan, policy or program. (f) Any damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain; therefore, the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during Benefits for which Executive is entitled eligible pursuant to consider and/or revoke Section 6.1(b) above in exchange for the Release spans two (2) calendar yearsis agreed to by the Parties as liquidated damages, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive serve as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedfull compensation, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefornot a penalty.

Termination by the Company Without Cause. If, during The Company may terminate the Term, the Company terminates Executive’s employment without Cause, Cause at any time effective upon the Executive’s “separation from service” from receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) In the event of such termination, unless: (x) such termination occurs subsequent to a Change in Control (as hereinafter defined) of the Company that occurs prior to May 9, 2017, and (within the meaning y) Executive does not forfeit that certain option to purchase 40,000 shares of Section 409A common stock of the Internal Revenue Code Beacon Holding, Inc. at a strike price of 1986$75.00, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), then subject to the Executive entering into a binding and conditioned upon Executive’s timely execution and non-revocation of a general irrevocable release of claims substantially in and separation agreement prepared by the form attached hereto as Exhibit A (Company and the “Release”) and expiration on or before the 60th day after the Executive’s continued compliance with separation from service of any period during which the provisions of Section 7 below (the “Restrictions”), Executive will be is entitled to receive revoke the payments and benefits set forth belowrelease, the Executive shall be eligible on such sixtieth (60th) day to receive: (i1) The Company shall continue to pay to Executive his then-current continuation of Base Salary (the “Severance”) during the for a period commencing on the Termination Date and ending on the of twenty-four (4)-month anniversary of the Termination Date 24) months (the “Severance Period”). The Company shall pay , payable in such manner and at such times as the Severance in substantially Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal installments in accordance with to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had the Executive continued coverage as an employee under the Company’s normal payroll practices during applicable health plans without regard to the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period; provided, that no Severance payments shall (B) be made prior eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the date on extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the Release becomes effective and irrevocabletermination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead , will be paid on at the first regularly scheduled Company payroll date occurring same time as other incentive compensation plan payments for the year in which the latter such calendar year)termination occurs are paid; and (iic) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion payments or benefits under other plans of the Option (Company to the extent then-outstanding) will vest and become exercisable upon that the effectiveness plans provide for benefits following a termination of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companyemployment. Notwithstanding the foregoing, upon any breach the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Executive of Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Club, or any of the Restrictions on their respective subsidiaries or following the Termination Date, affiliates; or (xii) breaches any unpaid portion provision of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion Sections 4 or 5 of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforthis Agreement.

Termination by the Company Without Cause. If, during (Other Than Due to Disability or Death) or by the Term, Employee for Good Reason. (i) If the Employee’s employment with the Company terminates Executive’s employment without and its affiliates, as applicable, hereunder is terminated by (A) the Company for any reason other than (1) Cause, upon Executive(2) Disability or (3) the Employee’s “separation from service” from death or (B) the Company (within Employee for Good Reason, then in addition to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”)Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and conditioned upon Executive7 and the Employee’s timely execution and non-revocation delivery of a general release of claims against the Company and its affiliates in substantially in the form attached hereto as Exhibit A B hereto (the “Release”), on or after the date of Employee’s termination of employment and not later than the sixtieth (60th) day following the date of the Employee’s termination of employment and Executive’s continued compliance with his non-revocation of such Release within the provisions time period provided therein, the Company shall pay the Employee (x) an amount equal to the Annual Bonus, if any, earned for the Bonus Year in which the date of Section 7 below termination of employment occurs, which bonus would otherwise be payable to the Employee if his employment had not terminated (as determined following the end of such Bonus Year based on the actual full-year performance of the Company in such Bonus Year), multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (to the extent applicable, the “RestrictionsPro-Rata Bonus”), Executive will be entitled which amount is payable in accordance with Section 3(b), (y) an amount equal to receive the payments and benefits set forth below: sum of (iI) The Company shall continue to pay to Executive his then-current the Employee’s Base Salary (at the “Severance”) during the period commencing rate in effect on the Termination Date date of termination and ending on (II) the four (4)-month anniversary amount of the Termination Date Employee’s Annual Bonus, if any, earned (regardless of whether paid), in respect of the Bonus Year immediately preceding the year of termination (the “Severance PeriodAmount”). The Company shall pay the , which Severance Amount is payable in substantially equal installments in accordance with the Company’s normal payroll usual payment practices during over a twelve (12) month period commencing on the day immediately following the date of termination (such period, the “Severance Period”) and (z) an amount equal to one and a half (1.5) times the Company’s cost of providing, for the Severance Period; provided, that no Severance payments shall be made prior to coverage for the date on which Employee and his dependents under the Release becomes effective and irrevocable, and if Company’s group health plan(s) at the aggregate period during which Executive is entitled to consider and/or revoke applicable premium rate in effect at the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning time of the second (2nd) such calendar year (and any payments otherwise Employee’s termination of employment, which amount is payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (equal installments in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company’s usual payment practices over the Severance Period. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following Company shall have the Termination Date, (x) any unpaid portion of right to cease making such payments and the Severance shall cease to be payable and Employee shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid obligated to Executive on or after the date of repay any such breach shall be repaid by Executive amounts to the Company immediately upon demand thereforalready paid if the Employee fails to execute and deliver the Release within the time period provided above or, after timely delivery, the Employee revokes it within the time period specified in such Release. (ii) For purposes of this Agreement, “Cause” means: (A) the Employee’s willful and continued failure to perform the Employee’s material, reasonable and lawful duties (other than as a result of incapacity due to physical or mental illness); provided that, the Employee does not cure such failure within 15 days after receipt from the Company of written notice of such failure; (B) the Employee’s negligence or willful misconduct in the course of the Employee’s employment with the Company and its affiliates, as applicable, that the Board in good faith in its reasonable discretion determines has a material, demonstrable and adverse effect on the Company and its affiliates, provided that, to the extent curable, the Employee does not cure such negligence or misconduct within 15 days after receipt from the Company of written notice of such action; (C) the Employee’s indictment of, conviction of, or plea of nolo contendere to (1) a misdemeanor involving moral turpitude or (2) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States); (D) the Employee’s material breach of this Agreement, including, without limitation the provisions of Sections 6 and 7, provided that, to the extent curable, the Employee does not cure such breach within 15 days after receipt from the Company of written notice of such breach; (E) the Employee’s violation of lawful Company policies that the Board in good faith in its reasonable discretion determines has a material, demonstrable and adverse effect on the Company and its affiliates, provided that, to the extent curable, the Employee does not cure such violation within 15 days after receipt from the Company of written notice of such violation; (F) the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its affiliates; or (G) the Employee’s use of alcohol or drugs that either materially interferes with the performance of the Employee’s duties hereunder or adversely affects the integrity or reputation of the Company or its affiliates, their employees or their products or services, as determined by the Board in good faith in its reasonable discretion. (iii) For purposes of this Agreement, “Good Reason” means, without the Employee’s written consent:

Termination by the Company Without Cause. If8.5.1 The employment of Officer shall terminate immediately upon delivery to Officer of written notice of termination by the Company, during the Termwhich shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2. 8.5.2 Upon termination of this Officer's employment pursuant to this Section 8.5, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing Officer, on the Termination Date Date, a lump sum payment of an amount equal to (x) all accrued and ending on unpaid salary and other compensation payable to Officer by the four (4)-month anniversary of Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date Date, and (y) the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices amount Officer would have earned as Base Salary during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) five years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, plus an amount equal to five times (i) in the event no previous bonus has been paid or is payable pursuant to this Amended Agreement, 20% of Officer's Base Salary, or (ii) in the event at least one bonus has been paid or is payable to Officer, the average bonus based on all bonuses paid or payable to Officer pursuant to this Amended Agreement. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (x) any unpaid portion all options to purchase the Common Stock of the Severance Company which have been granted to Officer and which would have vested during the 24 months following the date of termination shall cease become immediately exercisable on the Termination Date and, notwithstanding any other agreement to be payable the contrary, shall remain exercisable for the full term of each such option, and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforshall continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the 60 months following the Termination Date.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s “separation from service” from employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall continue be paid at such time annual bonuses are paid to pay other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target Annual Bonus otherwise payable to Executive his then-current Base Salary for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the “Severance”) during numerator of which is the period commencing on number of days elapsed from the Termination Date commencement of such fiscal year through the date of such termination and ending on the four denominator of which is 365 (4)-month anniversary or 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Termination Date Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iv) An amount equal to twelve (12) months of Base Salary, such amount to be paid in substantially equal payments over the [12]-month period following Executive’s termination of employment (such period, the “Severance PeriodTerm”). The Company shall pay the Severance in substantially equal installments , and payable in accordance with the Company’s normal regular payroll practices during the Severance Periodpractices; provided, that no Severance payments shall be made prior to however, if such termination occurs on or following any Change in Control (as defined in the date on which the Release becomes effective and irrevocableequity documents), and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) amount shall instead be paid payable in a single lump sum within five (5) days of such termination; and (v) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled Company payroll date occurring of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and event that Executive becomes eligible to vest on such date receive any health benefits as a result of subsequent employment or service during the Release has become effective and irrevocable)Severance Term; and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in clauses (xii) any unpaid portion of the Severance through (v) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedterminate, and (z) any Severance amounts paid the Company shall have no further obligations to Executive on or after with respect thereto, in the date event that Executive breaches any provision set forth in Section 9 hereof. Following such termination of any such breach shall be repaid Executive’s employment by Executive to the Company immediately upon demand thereforwithout Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If, during The Company may terminate the Employment Term, at any time, without Cause. In the Company terminates Executive’s employment event the Executive is terminated without Cause, upon subject to Section 8, the Executive shall be entitled to receive: (i) any amounts earned, accrued or owing but not yet paid pursuant to Section 1 above; and (ii) a severance payment in an aggregate amount equal to two (2) times the sum of (A) the Executive’s then-current Base Salary, plus (B) the average Annual Bonus received by the Executive for the three (3) years preceding such termination; and (iii) a continuation of all Benefit Coverages for which the Executive is eligible to participate as of the Termination Date in a fashion which is similar to those which the Executive is receiving immediately prior to the Termination Date for a period of two (2) years after such termination without Cause; and (iv) notwithstanding any provision to the contrary in the Entravision Communications Corporation 2004 Equity Incentive Plan (or any agreement entered into thereunder or any successor stock compensation plan or agreement thereunder), (A) immediate vesting of, and the lapse of all restrictions applicable to, all unvested stock options and any other equity incentives that vest solely based on the passage of time granted to the Executive and outstanding immediately prior to the Termination Date; and (B) vesting of any performance based equity incentives awarded to the Executive and outstanding immediately prior to the Termination Date, such vesting to occur in accordance with the terms of their applicable award agreements and plans determined as if the Executive had not terminated employment with the Company. Amounts payable and benefits to be received pursuant to subsections (i), (ii), (iii), and (iv) of the preceding sentence will be collectively referred to herein as the “Severance Package.” Subject to Section 9, the amount payable under subsection (ii) shall be paid in twelve (12) equal monthly installments, commencing with the first payroll date that occurs coincident with or following the sixty-first (61st) day after the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and. Subject to Section 9, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company each subsequent monthly installment shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead thereafter be paid on the first a regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. If, during The Company may terminate the Employment Term, at any time, without Cause. In the Company terminates Executive’s employment event the Executive is terminated without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will shall be entitled to receive the payments and benefits set forth belowreceive: (i) The Company shall continue any amounts earned, accrued or owing but not yet paid pursuant to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year)1 above; and (ii) a lump sum severance payment in an aggregate amount equal to the sum of two (A2) If times the Executive’s then-current Base Salary plus two (2) times the amount of the Executive’s average Annual Bonus for the three (3) years preceding such termination without Cause; provided, however, if the termination without Cause follows a Change in Control, the Executive shall be entitled to receive a lump sum severance payment in an aggregate amount equal to the sum of three (3) times the Executive’s then-current Base Salary plus three (3) times the amount of the Executive’s average Annual Bonus for the three (3) years preceding such termination without Cause; and (iii) a continuation of all Benefit Coverages for which the Executive is eligible to participate as of the Termination Date occurs within in a fashion which is similar to those which the Executive is receiving immediately prior to the Termination Date for a period of two (2) years following a Change in Controlafter such termination without Cause; and (iv) immediate vesting of, one hundred percent (100%) and the lapse of all restrictions applicable to, all unvested stock options and any then-unvested portion of the Option (other equity incentives awarded to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs Executive prior to the occurrence of a Change in ControlEffective Date. Amounts payable and benefits to be received pursuant to subsections (i), one hundred percent (100%ii), (iii) and (iv) of any then-unvested portion of the Option held by Executive preceding sentence will be collectively referred to herein as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the “Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforPackage.”

Termination by the Company Without Cause. If, during BY THE EXECUTIVE FOR GOOD REASON OR AS A RESULT OF THE COMPANY’S NON-EXTENSION OF THIS AGREEMENT. If the Term, the Company terminates Executive’s employment without Cause, upon by the Company is terminated (x) by the Company other than for Cause (and not on account of the Executive’s “separation from service” from Disability or death), (y) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof or (z) by the Executive for Good Reason, in any event other than within the twelve (12)-month period immediately following a Change in Control, then the Company shall pay or provide the Executive with the following: (within i) the meaning of Section 409A of the Internal Revenue Code of 1986, as amended Accrued Benefits; (the “Code”)ii) (any earned but unpaid Annual Bonus with respect to a “Separation from Service” and, calendar year ending on or preceding the date of termination, payable as provided in Section 4 hereof (without regard to any such Separation from Service, the “Termination Date”continued employment requirement), ; and (iii) subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below obligations in this Agreement, (1) an amount equal to the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Executive’s Base Salary (as in effect immediately prior to the “Severance”) during date of Executive’s termination), which amount shall be paid in cash to the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance Executive in substantially equal installments commensurate with the Company’s regularly scheduled payroll in accordance with the payment procedures set forth in Section 3 for twelve (12) months following the date the Executive’s employment terminates, and (2) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s normal payroll practices during group health plans under the Severance Period; providedfederal law known as “COBRA” or similar state law, that no Severance payments shall be made a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date of termination until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Release becomes effective and irrevocableExecutive obtains health coverage from another employer, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid in each case commencing on the first regularly scheduled Company payroll date occurring following the date the general release of claims in Section 8 is effective and irrevocable; provided, however, that if the latter such calendar sixty (60)-day period in which the release of claims must be effective and irrevocable begins in one tax year and ends in a later tax year); and (ii) (A) If , the Termination Date occurs within two (2) years payments will commence on the first payroll date following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such effective date of the Release has become effective release of claims that begins in the later tax year. Payments and irrevocable); and (Bbenefits provided in this Section 7(c) if the Termination Date occurs prior to the occurrence of a Change shall be in Control, one hundred percent (100%) lieu of any then-unvested portion of termination or severance payments or benefits for which the Option held by Executive as of the Termination Date shall remain outstanding and may be eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of under any of the Restrictions on plans, policies or following the Termination Date, (x) any unpaid portion programs of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, Company or applicable law (y) including the Worker Adjustment Retraining Notification Act of 1988 or any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on similar state statute or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforregulation).

Termination by the Company Without Cause. IfIf the Employee’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Employee terminates his employment during the Term, or the Employee terminates employment at the end of the Term after the Company terminates Executive’s employment without Causeprovides notice of intent not to renew pursuant to Section 1 for reasons other than would provide grounds for a Cause termination, upon Executive’s “separation from service” from then the Company shall, through the Date of Termination, pay the Employee his or her Accrued Benefits. If the Employee signs a general release of claims substantially in the form which is attached as Exhibit A to this Agreement) (the “Release”) within twenty-one (21) days of the receipt of the form of the Release (extended to forty-five (45) days in the event of a group termination or exit incentive program) and does not revoke such Release during the seven (7) day revocation period: (i) the Company shall pay the Employee an amount equal to one time the sum of the Employee’s most recent Base Salary and any earned but unpaid Annual Bonus (the “Severance Amount”), with such amount to be paid out over twelve (12) months, commencing the first full month following termination and in accordance with the Company’s normal payment schedule and policies and (ii) any unvested Employee RSUs/options/stocks shall be deemed vested at the time of termination; and (iii) the Company shall pay the Employee an amount in cash equal to the Company’s premium amounts paid for coverage of Employee at the time of the Employee’s termination of coverage under the Company’s group medical, dental and vision programs for a period of twelve (12) months, to be paid directly to the Employee at the same times such payments would be paid on behalf of a current employee for such coverage; provided, however: (A) No payments shall be made under this paragraph (ii) unless and until the Employee timely elects continued coverage under such plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended (“COBRA”); (B) This paragraph (ii) shall not be read or construed as placing any restrictions upon amounts paid under this paragraph (ii) as to their use; (C) Payments under this paragraph (ii) shall cease as of the earliest to occur of the following: (1) the Employee is no longer eligible for and continuing to receive the COBRA coverage elected in subparagraph (A); (2) the time period set forth in the first sentence of this paragraph (ii); (3) the date on which the Employee first becomes eligible to enroll in a group health plan in which eligibility is based on employment with an employer, and (4) if the Company in good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010, as amended. (iv) If the Employee has opted out of the Company’s group medical, dental and vision programs during the coverage year in which termination occurs, the Company shall add to the Severance Amount an amount equal to twelve (12) months of the Company’s monthly amount paid to employees who opt out from such coverage. (v) Each individual payment of Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, shall be deemed to be a separate “payment” for purposes and within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii). (vi) Each individual payment of the Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, which are considered “non-qualified deferred compensation” (“NQDC”) under Section 409A shall be made on the date(s) provided herein and no request to accelerate or defer any such payment under this Agreement shall be considered or approved for any reason whatsoever, except as permitted under Section 409A and as the Company allows in its sole discretion. The Company may in its sole discretion accelerate or defer (but not beyond the time limit set forth below) any severance payments which do not constitute NQDC in order to allow for the payment of taxes due, but not beyond the time limit specified for such payment such that the payment would be treated as NQDC. Subject to the requirements of Section 409A, if any severance payment or reimbursement under Section 5(b) of this Agreement is determined in good faith by the Company to constitute NQDC payable to a “specified employee” as defined under Section 409A, then the Company shall make any such payment not earlier than the earlier of: (x) the first payroll date which is six (6) months following the Employee’s separation from service (as defined under Section 409A) with the Company, or (y) the date of Employee’s death. (vii) for purposes of this Section 5, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocableamended, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforregulations thereunder.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s “separation from service” from employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall continue be paid at such time annual bonuses are paid to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary other senior executives of the Termination Date Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (the “Severance Period”). The Company shall pay the Severance iii) An amount equal to eighteen (18) months of Base Salary, such amount to be paid in substantially equal installments payments over the eighteen-month period following Executive’s termination of employment, and payable in accordance with the Company’s normal regular payroll practices during practices; (iv) An amount equal to (A) the Severance Period; providedAnnual Bonus that would have been paid to Executive but for his termination of employment, that no Severance payments multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination and the denominator of which is 365 (or 366, as applicable), which amount shall be made prior based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Compensation Committee, and paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date on which that is 2½ months following the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning last day of the second fiscal year in which such termination occurred; and (2ndv) such calendar year Subject to an election of COBRA continuation coverage under the Company’s group health plan by Executive (and any payments otherwise payable prior thereto (if any) shall instead be paid or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled Company payroll date occurring of each month during the eighteen (18) month period immediately following Executive’s termination occurred (the “COBRA Continuation Period”), payment of an amount equal to the monthly COBRA premium cost; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the COBRA Continuation Period in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and event that Executive becomes eligible to vest on such date receive any health benefits as a result of subsequent employment or service during the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the CompanyCOBRA Continuation Period. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in clauses (xii) any unpaid portion of the Severance through (v) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedterminate, and (z) any Severance amounts paid the Company shall have no further obligations to Executive on or after with respect thereto, in the date of any such breach shall be repaid by Executive to event that the Company immediately upon demand thereforreasonably determines, in good faith, Executive breaches any provision set forth in the Restrictive Covenant Agreement (as defined below). Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Employee’s employment with the Company terminates Executivepursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.8 of this Agreement. A termination pursuant to Section 6.4, 6.6, or 6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, upon Executive’s “then provided that the Employee executes and does not revoke a separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of agreement that includes a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) and Executive’s continued compliance with the provisions of Section 7 below (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “RestrictionsRelease Date”), Executive will be entitled to receive the payments and benefits set forth belowthen: (i) The the Company shall continue to pay to Executive his then-Employee an amount equal to [ ] months’ of Employee’s then current Base Salary (the “Severance”) during the period commencing on the Termination Date Salary, less applicable withholdings and ending on the four (4)-month anniversary of the Termination Date deductions (the “Severance PeriodPayment”). The Company shall pay the Severance , in substantially equal installments in accordance with the Company’s normal ordinary payroll practices during commencing on the Severance Period; providedCompany’s first regular payroll date that is more than sixty (60) days following the Separation Date (as defined below), provided that no Severance the first payment shall be for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; (ii) if the Employee timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) [ ] months following the termination date (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the date on end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and irrevocablecan no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and if not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the aggregate period during termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the Severance Benefits for which Executive Employee is entitled eligible pursuant to consider and/or revoke Section 6.1(b) above in exchange for the Release spans two (2) calendar yearsare agreed to by the parties as liquidated damages, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive serve as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedfull compensation, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefornot a penalty.

Termination by the Company Without Cause. If, during the Term, Upon an Executive's Date of Termination by the Company terminates Executive’s employment prior to the Extension Date without Cause, upon Executive’s “separation from service” from the Term will terminate and all obligations of the Company (within the meaning and Executive under Sections 1 through 4 of Section 409A of the Internal Revenue Code of 1986this Termination Agreement will immediately cease; PROVIDED, as amended (the “Code”)) (a “Separation from Service” andHOWEVER, the date of any such Separation from Service, the “Termination Date”), that subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below 13(c) the Company shall pay to the Executive (the “Restrictions”), or his or her beneficiaries) and Executive will (or his or her beneficiaries) shall be entitled to receive within, or commencing within, thirty (30) days after the payments and benefits set forth belowDate of Termination, the following amounts: (i) The Company shall continue to pay to Executive his then-current the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (the “Severance”ii) during the period commencing on the Termination Date and ending on the twenty-four (4)-month anniversary of 24) semi-monthly payments during a twelve (12) consecutive month period equal to the Termination Date Executive's Annual Base Salary divided by twenty-four (the “Severance Period”24). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior however, notwithstanding anything to the date on contrary in the Termination Agreement or in the Employment Agreement, none of such amounts shall qualify Executive for any incremental benefit under any plan or program in which he has participated or continues to participate; (iii) stock options then held by Executive will be exercisable to the Release becomes effective extent and irrevocablefor such periods, and if otherwise governed, by the aggregate period during plans and programs and the agreements and other documents thereunder pursuant to which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year)stock options were granted; and (iiiv) (A) If all vested, nonforfeitable amounts owing and accrued at the Date of Termination Date occurs within two (2) years following a Change in Controlunder any compensation and benefit plans, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedprograms, and (z) any Severance amounts paid to arrangements in which Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.theretofore participated will be

Termination by the Company Without Cause. IfExcept as provided in Section 6(d), during the Term, if for any reason the Company terminates wishes to terminate the Employment Period and the Executive’s employment without Causehereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), upon Executive’s “separation from service” from (i) the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended shall give notice (the “CodeTermination Notice”)) to the Executive stating such intention, (a “Separation from Service” and, ii) the Employment Period shall terminate on the date of any such Separation from Service, set forth in the Termination Notice (the “Termination Date”), subject to and conditioned (iii) a severance period shall commence upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the such Termination Date and ending on the four for a period of six (4)-month anniversary of the Termination Date 6) months (such period, the “Severance Period”). The Company shall pay During the Severance in substantially equal installments in accordance with Period, the Executive shall continue to receive the Base Salary under Section 3(a), and subject to Executive’s timely election of continuation coverage under the Company’s normal payroll practices during group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued copayment of premiums at the same level as if Executive were an active employee of the Company, the Executive and his eligible dependents shall be entitled to a taxable monthly reimbursement in an amount equal to the amount of health insurance premiums that the Company would have subsidized, if any, had Executive remained an active employee, for the Severance Period; provided, provided that no Severance payments the Executive remains eligible for COBRA coverage during such period. The Executive shall also be eligible to receive a prorated Bonus Amount for the year in which the termination occurred. Such prorated Bonus Amount shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above3(b) and shall automatically terminate be subject to the performance requirements being achieved for that year. In addition, the Executive shall be entitled to (x) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the earlier date of his termination of employment, and (y) any other rights, benefits or entitlements in accordance with this Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the three Company or any of its subsidiaries or affiliates. Any amounts or benefits provided under this Section 6(a) (3)-month anniversary other than pursuant to Section 6(a)(x) and (y), such amounts the “Accrued Obligations”) shall be shall be conditioned upon the Executive’s execution of a general release of claims and covenant not to sue provided by the Company at the time of termination (the “Release”), and the Release becoming effective within fifty-two (52) days after the Termination Date (to the extent or such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration earlier date that would apply to the Option had Executive remained employed with as may be required by the Company). Notwithstanding the foregoing, upon any breach by Executive Payment of any of amounts under this Section 6(a) (other than the Restrictions Accrued Obligations) shall commence on or the first payroll date after the Release becomes irrevocable or, if earlier, the sixtieth (60th) day following the Termination Date, provided, that if the sixty (x) any unpaid portion 60)-day period following the Termination Date crosses calendar years, if necessary to comply with Section 409A of Code payment shall not commence until the Severance shall cease to be payable and second calendar year (the commencement date, “Payment Commencement Date”). Any payments that are so delayed shall be forfeited by Executive upon such breach, (y) any unexercised portion of paid on the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforPayment Commencement Date.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below). A termination pursuant to Sections 6.5 and/or 6.6 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 19861.409A-1(h), as amended (the “Code”)) (without regard to any alternative definition thereunder, a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below: (i) The Company and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall continue be eligible to pay receive an amount equal to Executive his then-Executive’s then current Base Salary for six (the 6) months, less all applicable withholdings and deductions (“Severance”) during the period commencing ), paid in equal installments beginning on the Termination Company’s first regularly scheduled payroll date following the Release Effective Date and ending (as defined in Section 6.1(c) below), with the remaining installments occurring on the four (4)-month anniversary Company’s regularly scheduled payroll dates thereafter. All vested options and restricted stock shall be treated in accordance with the terms of the Termination Date (Plan and the “Severance Period”)applicable stock option agreement or restricted stock agreement. The Company shall pay the premiums for Executive and his dependents of Executive’s group health insurance COBRA continuation coverage for six (6) months following the date of Executive’s termination of employment, or, if earlier, until the date on which Executive becomes eligible to receive comparable benefits from another employer. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to Section 6.1(b) of this Agreement if: (i) by the 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company an effective, general release of claims in substantially equal installments favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) if he holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) he returns all Company property; (iv) he complies with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforplan.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon Executive’s “separation from service” from receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments Accrued Obligations, paid in accordance with the Company’s normal payroll practices during the Severance Period; provided, and applicable law; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that no Severance payments shall be made has ended prior to the date on of such termination, which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) amount shall be made prior paid at such time annual bonuses are paid to the beginning other senior executives of the second Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (2ndiii) such calendar year (and any payments otherwise payable prior thereto (if any) The Pro Rata Annual Bonus, which shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter sixty-day anniversary of such calendar year); andtermination; (iiiv) A lump sum cash payment in an amount equal to one and one half (A1 1/2) If times the Termination Date occurs within average amount of compensation reflected on the Executive’s W-2 Form from the Company for the two (2) years immediately preceding such termination; provided, that such lump sum cash payment will not be more than $1.5 million, with such amount to be paid on the sixty (60) day anniversary of such termination; provided, further, that if such termination occurs in connection with or following a Change in Control, one hundred percent (100%) of any then-unvested portion instead of the Option lump sum cash payment described above, Executive shall be entitled to a lump sum cash payment in an amount equal to two and one half (to 2 1/2) times the extent then-outstandingaverage amount of compensation reflected on the Executive’s W-2 Form from the Company for the two (2) will vest and become exercisable upon the effectiveness of the Release (and shall, following years immediately preceding such termination; provided, remain outstanding and eligible that such lump sum cash payment will be not be more than $2.5 million, with such amount to vest be paid on the sixty (60) day anniversary of such date of the Release has become effective and irrevocable); and termination; (Bv) if the Termination Date If such termination occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion grant of the Option held by Executive Tranche 2 Equity Award, an immediate grant of the Tranche 2 Equity Award, which shall be fully vested as of the Termination Date date of grant. If at the time such grant is required to be made (i) insufficient shares remain available under the Company’s Equity and Incentive Plan or (ii) the shares underlying such award cannot be registered pursuant to an effective Registration Statement on Form S-8, Executive or Executive’s estate will receive the equivalent value of the Tranche 2 Equity Award (based on the closing price of the Company’s common stock on the date of termination) in a cash payment with such amount to be paid on the sixty-day anniversary of such termination; (vi) The Equity Benefits; and (vii) the COBRA Payment, which shall remain outstanding be paid on the sixty-day anniversary of such termination. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and eligible to vest exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits. Notwithstanding the foregoing and as set forth in this paragraph, upon the occurrence Executive’s material breach of, and failure to cure if applicable, any provision of the Non-Interference Agreement, the payments and benefits described in clauses (ii), (iii), (iv), (v), (vi), and (vii) above shall immediately terminate, or to the extent they have already been received, become repayable by the Executive (the “Repayment Obligations”). The Company will provide the Executive with written notice detailing the act(s) that constitute the grounds for the material breach of the Non-Interference Agreement (the “Non-Interference Notice”). The Executive shall provide written notice to the Company (the “Cure Notice”) within fifteen (15) days of receipt of the Non-Interference Notice (the “Cure Notice Period”) as to whether he believes the material breach is capable of being cured. If the Executive does not challenge that the material breach has occurred or does not provide a Change Cure Notice to the Company within the Cure Notice Period, the payments and benefits described in Control clauses (in accordance ii), (iii), (iv), (v), (vi), and (vii) above shall immediately cease and the Repayment Obligations shall become repayable within thirty (30) days (a) after the expiration of the of the Cure Notice Period; or (b) if a Cure Notice is provided within the Cure Notice Period, upon the expiration of thirty (30) days after the end of the Cure Notice Period if the Executive has failed to cure the material breach. If the Executive challenges that the material breach has occurred or the Company challenges that the material breach has been cured, the parties shall be entitled to seek a determination by a court consistent with the terms of Section 4(e10(a) above) and shall automatically terminate of the Non-Interference Agreement on the earlier issues of whether the Executive has committed a material breach and, if so, whether such breach has been cured. The parties agree that the prevailing party shall be entitled to an award of legal fees, costs and expenses reasonably incurred by the prevailing party in connection with the court proceeding and any subsequent appeals. If the court determines, in a final judgment, that the Executive committed a material breach and that such material breach has not been cured, the payments and benefits described in clauses (ii), (iii), (iv), (v), (vi), and (vii) above shall immediately cease and the Repayment Obligations shall become repayable within thirty (30) days of the three (3)-month anniversary court order in favor of the Termination Date Company (to the extent such Option does obligations are not become vested in accordance with Section 4(e) above on or prior stayed pending any appeals), and the court shall retain jurisdiction to such three (3)-month anniversary) or any expiration date that would apply finally resolve issues relating to the Option had award of legal fees, costs and expenses reasonably incurred by the Company as the prevailing party. If the court determines, in a final judgment, that the Executive remained employed with has not committed a material breach, or that he did commit a material breach which has been cured, the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Datepayments and benefits described in clauses (ii), (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breachiii), (y) any unexercised portion of the Option shall be immediately forfeitediv), (v), (vi), and (zvii) any Severance amounts paid to Executive on or after the date of any such breach above shall be repaid by Executive continue to the Company immediately upon demand thereforextent not previously paid, together with any arrearages due with interest to be determined by the court (to the extent such obligations are not stayed pending any appeals), and the court shall retain jurisdiction to finally resolve issues relating to the award of legal fees, costs and expenses reasonably incurred by the Executive as the prevailing party.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time after the expiration of the Probationary Period without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1 .409A- 1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for twelve (the “Severance”12) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The Company shall pay , less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) payment of that portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) that exceeds the active employee rate, provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in substantially connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal installments to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement only if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in accordance with the terms and conditions of the Proprietary Information Agreement; (iv) Executive complies and continues to comply with all post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan. (e) The Severance Benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program, and Executive acknowledges and agrees that Executive shall have no rights or entitlements to any benefits or payments under any such plan, policy or program. (f) Any damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain; therefore, the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during Benefits for which Executive is entitled eligible pursuant to consider and/or revoke Section 6.1(b) above in exchange for the Release spans two (2) calendar yearsis agreed to by the Parties as liquidated damages, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive serve as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedfull compensation, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefornot a penalty.

Termination by the Company Without Cause. If(a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving thirty (30) days’ advance notice as described in Section 7.1 of this Agreement; provided, during however, that the Term, Company may elect for you to be on leave or to perform modified duties at any time between the date of notice and the date of termination. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1.409A-1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for twelve (the “Severance”12) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The Company shall pay the Severance , less all applicable withholdings and deductions, paid in substantially equal installments in accordance with beginning on the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) an amount equal to the bonus that Executive would have earned pursuant to Section 2.2 if Executive had remained employed through the end of the applicable fiscal year in which the latter termination date occurs, pro-rated based on the number of days that Executive was employed with the Company during the applicable fiscal year, payable on the date that such calendar year)bonus is paid to the Company’s other executives; and (iiiii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion close of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shallSeverance Period, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to expiration of Executive’s eligibility for the occurrence continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from the termination date through the earliest of a Change in Control(A), one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversaryB) or any expiration date that would apply to (C), the Option had Executive remained employed with the Company“COBRA Payment Period”). Notwithstanding the foregoing, upon if at any breach by Executive of any time the Company determines in its sole discretion that the payment of the Restrictions on or following the Termination Date, (x) any unpaid portion COBRA premiums would result in a violation of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (ynondiscrimination rules of Section 105(h)(2) any unexercised portion of the Option shall be immediately forfeitedCode or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and (z) any Severance amounts paid to Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on or after the date last day of any such breach shall be repaid by Executive each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Company immediately upon demand therefor.COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA

Termination by the Company Without Cause. If, during This Agreement may be terminated by the TermCompany without Cause upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company terminates Executive’s employment may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, provided that the effective date of termination shall be a mutually-agreed date, but not earlier than the 90th day following the Company's delivery of such notice. In the event of termination by the Company without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The the Company shall shall, at the election of Employee, either (A) continue to pay Employee his then effective salary hereunder for eighteen (18) months, following the effective date of termination of employment, including 100% of any bonus paid to Executive his then-current Base Salary (Employee with respect to the “Severance”) during the calendar year immediately preceding termination, and continue for such period commencing to provide other benefits as provided for hereunder on the Termination Date and ending on same basis as in effect before the four (4)-month anniversary effective date of termination of employment, to the extent permitted by the terms of the Termination Date (benefit plans or arrangements pursuant to which such benefits are provided, provided that the “Severance Period”). The Company shall pay the Severance cost of providing such benefits for such period (determined, in substantially equal installments in accordance with the Company’s normal payroll practices during case of group health benefits, based on the Severance Period; applicable plan's "COBRA cost") to the extent that such benefits cannot be provided to Employee under the terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, that no Severance payments shall be made prior or (B) pay Employee, (1) within fifteen (15) days of termination, a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for eighteen (18) months, including 100% of any bonus paid or payable to Employee with respect to the date on which the Release becomes effective and irrevocablecalendar year immediately preceding termination, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(ithe remaining fifty percent (50%) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring amount specified in the latter immediately preceding subsection (1) in six (6) equal monthly installments, with such calendar year); and installment payments beginning the month after the month in which payment of the lump sum occurs, and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain all outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option stock options held by Executive as of the Termination Date Employee shall remain outstanding become fully vested and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforexercisable.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s “separation from service” from employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall continue be paid at such time annual bonuses are paid to pay other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target Annual Bonus otherwise payable to Executive his then-current Base Salary for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the “Severance”) during numerator of which is the period commencing on number of days elapsed from the Termination Date commencement of such fiscal year through the date of such termination and ending on the four denominator of which is 365 (4)-month anniversary or 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Termination Date Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iv) An amount equal to nine (9) months of Base Salary, such amount to be paid in substantially equal payments over the nine (9)-month period following Executive’s termination of employment (such period, the “Severance PeriodTerm”). The Company shall pay the Severance in substantially equal installments , and payable in accordance with the Company’s normal regular payroll practices during the Severance Periodpractices; provided, that no Severance payments shall be made prior to however, if such termination occurs on or following any Change in Control (as defined in the date on which the Release becomes effective and irrevocableequity documents), and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) amount shall instead be paid payable in a single lump sum within five (5) days of such termination; and (v) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled Company payroll date occurring of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and event that Executive becomes eligible to vest on such date receive any health benefits as a result of subsequent employment or service during the Release has become effective and irrevocable)Severance Term; and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in clauses (xii) any unpaid portion of the Severance through (v) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedterminate, and (z) any Severance amounts paid the Company shall have no further obligations to Executive on or after with respect thereto, in the date event that Executive breaches any provision set forth in Section 9 hereof. Following such termination of any such breach shall be repaid Executive’s employment by Executive to the Company immediately upon demand thereforwithout Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. IfIn the event that your employment is terminated by the Company for reasons other than death, during the TermTotal Disability or Cause, the Company terminates Executive’s employment without Causeshall pay the following amounts to you: (i) Accrued Compensation; (ii) Plan Benefits; (iii) Subject to your execution and non-revocation of the Release (as defined below), upon Executive’s “separation from service” accelerated vesting of your unvested equity awards that would vest by the normal passage of time during the period which is nine (9) months from the date of termination of your employment; (iv) Subject to your execution and non-revocation of the Release (as defined below), the Pro-Rated Annual Bonus; provided, however, that in no event shall the Pro-Rated Annual Bonus be prorated at less than nine (9) months; and (v) Subject to your execution and non-revocation of the Release (as defined below), an amount equal to seventy-five percent (75%) times your Base Salary, which shall be paid during the nine (9) month period which begins on the first administratively feasible payroll date following the date the Release becomes effective, with the first payment totaling the amount of individual payments that would have been made from the termination date through the date of the payment, and subsequent payments continuing at the same time and in the same manner as Base Salary would have been paid if you had remained in active employment until the end of such period. Additionally, you shall receive an amount equal to the monthly cost of COBRA continuation coverage for the medical plan at the date of termination at the level of coverage then in effect for you, less the active rate for such coverage, times nine (9) months to be payable in a single, lump sum payment on the first administratively feasible payroll date following the date the Release becomes effective. Notwithstanding the foregoing, in the event that the period for consideration of the Release and the revocation period crosses two calendar years, the first administratively feasible payroll date shall be deemed to be the first payroll date in the second calendar year that occurs on or after the date the Release becomes effective, regardless of the date the Release is signed. Further notwithstanding the foregoing, the Company (within may in its discretion change the meaning timing of the payment of any amounts to the extent such amounts are not subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). (vi) (a “Separation from Service” andEach of the payments of severance benefits above are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the date of any such Separation from Service, the “Termination Date”exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of exemption for medical expense reimbursements under Treasury Regulation Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”1.409A-1(b)(9)(v)(B). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; providedAs a result, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If payments that are made on or before the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion 15th day of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness third month of the Release (and shall, calendar year following such the applicable year of termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if any additional payments that are made on or before the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion last day of the Option held by Executive second calendar year following the year of your termination and do not exceed the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17) then in effect, are exempt from the requirements of Code Section 409A. If you are designated as a “specified employee” within the meaning of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Code Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (409A, to the extent the payments to be made during the first six month period following your termination of employment exceed such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to exempt amounts, the Option had Executive remained employed with payments shall be withheld and the Company. Notwithstanding the foregoing, upon any breach by Executive of any amount of the Restrictions on or following payments withheld will be paid in a lump sum, without interest, during the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or seventh month after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforyour termination.

Termination by the Company Without Cause. If, during In the Term, event that the Company terminates Executive’s your employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially Cause in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance accordance with the provisions of Section 7 below 3(a)(iv) hereof, and conditioned on your compliance with this Agreement during the Notice Period (the “Restrictions”but not for any other reason, including without limitation under Sections 3(a)(i), Executive (ii), (iii), or (v)), then in addition to the amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the condition precedent in Section 4(h) below, the following will be provided to you following the termination of the Notice Period: i) You will be paid a lump sum amount equal to one year’s Base Salary at the rate in effect immediately prior to said termination, to be paid no later than sixty (60) days following your termination; ii) With respect to the Annual Bonus for the calendar year prior to the calendar year in which your termination occurs, you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Bonus; iii) You will be paid an amount equal to the Annual Bonus that you would have been entitled to receive for the payments and benefits set forth below:calendar year in which your termination occurs, calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (iiv) The Company shall continue You will be paid a pro-rata portion of your Annual Bonus that you would have been entitled to pay to Executive his then-current Base Salary (receive for the “Severance”) during the period commencing calendar year in which your termination occurs, based on the Termination Date number of days you were employed by the Parent Group during such year and ending on calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; v) You will be paid an amount equal to the four premiums you would have paid if you had elected COBRA under the Company group health, dental and vision plans, as applicable, at the same level of coverage as you had immediately prior to your termination, for the twelve (4)-month anniversary of 12) month period following your termination. Such payment shall be paid in a lump sum no later than sixty (60) days following your termination; and vi) In the Termination Date (event that the “Severance Period”). The Company shall pay the Severance in substantially equal installments terminates your employment without Cause in accordance with the Company’s normal payroll practices during provisions of Section 3(a)(iv), then subject to your compliance with the Severance Period; providedobligations set forth in Sections 5, that no Severance payments shall be made prior to the date on which the Release becomes effective 7, 8, 9 and irrevocable10 below, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain all outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date Restricted Stock Units shall remain outstanding and eligible to immediately vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforsaid termination.

Termination by the Company Without Cause. If, during the Term, the The Company terminates Executive’s may terminate Employee's employment at any time without Cause, effective upon Executive’s “separation from service” from Employee's receipt of written notice of such termination. In the event Employee's employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”other than due to death or Disability), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will Employee shall be entitled to receive the payments and benefits set forth belowto: (i) The Company shall continue Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made any completed fiscal year which has ended prior to the date on which the Release becomes effective and irrevocableof such termination, and if the aggregate period during which Executive is entitled such amount to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on at the first regularly scheduled Company payroll date occurring in the latter same time it would otherwise be paid to Employee had no such calendar year); andtermination occurred; (iiiii) An amount equal to 75% (A) If the Termination Date or if such termination occurs within two (2) years one year following a Change in Control, one hundred percent (100150%) of any then-unvested portion the sum of Employee's then current Base Salary and Annual Bonus (determined using the Option greater of (to A) the extent then-outstanding) will vest and become exercisable upon target Annual Bonus for the effectiveness of the Release (and shallfiscal year in which such termination occurs, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and or (B) the actual Annual Bonus for the fiscal year in which such termination occurs), such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices; (iv) Upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% (or if the Termination Date such termination occurs prior to the occurrence of within one year following a Change in Control, one hundred percent (10050%) of any then-unvested portion the sum of Employee's then current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs, or (B) the actual Annual Bonus for the fiscal year in which such termination occurs); (v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination; (vi) Continuation of the Option held by Executive health benefits provided to Employee and his covered dependants under the Company health plans as of the Termination Date shall remain outstanding and eligible date of such termination at the same cost applicable to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on active employees until the earlier of: (A) the expiration of the three Severance Term, or (3)-month anniversary B) the date Employee commences employment with any Person; and (vii) Vesting, as of the Termination Date (to the extent date of such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with termination, of all Awards, other than Awards under the Company's 2004 Stock Option Incentive Plan (as the same may have been amended or supplemented) (the "2004 Plan"), which shall be governed by the terms of the 2004 Plan and any related grant agreement. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in subsections (xii) any unpaid portion of the Severance through (v) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedcease, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforshall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 8 hereof. Following such termination of Employee's employment by the Company without Cause, except as set forth in this Section 7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. IfThe Company may, during at any time and without prior written notice, terminate the Term, the Company terminates Executive’s employment without Cause. For purposes of this Section 5(b), if the Company declines to extend the then-current Employment Period pursuant to Section 1, such nonextension shall be deemed a termination without Cause upon the end of the Employment Period. In the event that the Executive’s “separation from service” employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (within i) severance payments totaling one and one-half times his then-effective base salary, paid in equal installments according to the meaning Company’s regular payroll schedule over the eighteen (18) months following the Date of Section 409A of the Internal Revenue Code of 1986, as amended Termination (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination DateSeverance Period”), (ii) a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on year-to-date performance as determined by the Board in good faith, payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year in which the Date of Termination occurs; and (iii) an amount equal to the “COBRA” premium for as long as the Executive and, if applicable, the Executive’s dependents are eligible for COBRA, subject to and conditioned upon a maximum of 18 months. The Executive’s timely execution entitlement to the severance payments and non-revocation benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a general mutual release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the “Release”) and Executive’s continued compliance with the provisions Date of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocableTermination, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); release becoming effective, and (B) if the Termination Date occurs prior Executive’s compliance with the restrictive covenants set forth in Sections 7, 8 and 9. Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive under this Agreement or otherwise shall cease as of the Date of Termination Date shall remain outstanding and eligible to vest upon in the occurrence event of a Change in Control (in accordance with termination pursuant to this Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor5(b).

Termination by the Company Without Cause. If, The Board may in its sole discretion cause the Company to terminate the Executive’s employment at any time during the TermTerm without Cause (as defined below) and upon thirty (30) days’ prior written notice to the Executive, with the Company’s only obligations being the payment of the Accrued Compensation and, subject to the conditions described in this paragraph Section 7(d), the severance compensation specified in this Section 7(d). If (i) the Company terminates the Executive’s employment during the Term without Cause, upon Executive’s “separation from service” from or if the Executive terminates his employment for Good Reason, as provided in Section 7(c) above, (ii) the Executive executes a general release in the form attached as Exhibit A hereto (and the Executive does not subsequently revoke such release) and (iii) the Executive continues to comply in all material respects with his obligations under Section 8 of this Agreement, then the Company shall (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s such timely execution execution, delivery and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A foregoing release) pay the Executive (x) severance compensation (the “ReleaseSeverance Compensation”) and equal to the Annual Base Salary otherwise due to the Executive for a period equal to the longer of: (A) the remaining period of the Initial Period or any Renewal Period (as applicable) then in effect; or (B) three (3) months,2 which Severance Compensation, if any, shall be paid commencing with the first regular payroll date following fifty-two (52) days after the Executive’s continued compliance last day of employment and otherwise paid at the same times as payments would have been made if the Executive had remained employed by the Company through such applicable severance period; provided, however, that the first such payment shall include all payments the Executive would have received prior to the expiration of such statutory revocation period had there been no termination of employment, and (y) a lump sum cash payment equal to six (6) times the “applicable percentage” of the monthly COBRA premium cost applicable to the Executive if the Executive (or his dependents) were to elect COBRA coverage in connection with such termination (the “COBRA Payment”), with such amount to be paid on the date that Severance Compensation payments commence. The payments in this Section 7(d) shall be subject to the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth 7(g) below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. If, during During the Term, if the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from is terminated by the Company (within the meaning of without Cause as provided in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”3(d), then (x) the Company shall pay the Executive his Accrued Benefit and (y) subject to the Executive signing a separation agreement and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and Executive’s continued compliance with the provisions Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth belowTermination: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance Executive an amount equal to (x) 12 months of the Executive’s Base Salary plus (y) an amount equal to Executive’s target incentive compensation for the quarter (in the case of incentive compensation paid on a quarterly basis) or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the number of days of employment during such quarter or year, as applicable, relative to the number of calendar days in such quarter or year, as applicable); and (ii) except to the extent any Existing Equity Award contains more favorable terms, in which case such terms shall apply to such award(s), all stock options and other stock-based awards held by the Executive will be accelerated as if the Executive had completed an additional 12 months of service with the Company; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 12 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed by the Company. To the extent the Executive and the Company mutually agree to enter into a non-competition agreement, the number of months set forth in Sections 4(b)(i), (ii) and (iii) will be increased by the number of months equal to the length of such non-competition period. The amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s normal payroll practices during practice over 12 months (or such longer period set forth in the Severance Periodimmediately preceding sentence) commencing within 60 days after the Date of Termination; provided, however, that no Severance if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be made prior 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 date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or day immediately following the Termination Date, (x) any unpaid portion Date of the Severance shall cease Termination. Each payment pursuant to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion this Agreement is intended to constitute a separate payment for purposes of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforTreasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause. If, during The Company may terminate this Agreement and the Term, the Company terminates Executive’s employment without Cause, upon Cause at any time. In the event that the Executive’s “separation from service” from employment is terminated by the Company without Cause (within other than due to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”Executive’s death or Disability)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will shall be entitled to receive the payments and benefits set forth belowto: i. the Accrued Obligations, which shall be paid when such amounts would have been paid if the Executive has remained employed following such termination by the Company without Cause; ii. an amount equal to the sum of: (i) The Company shall continue twelve (12) months of Annual Base Salary; and (ii) an amount equal to pay to Executive his then-current Base Salary the Annual Target Bonus as if all criteria and metrics had been met, with such total amount payable in twelve (the “Severance”12) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal monthly installments in accordance with the Company’s normal standard payroll practices during the Severance Periodpractices; provided, however that no Severance payments if such termination of employment occurs while the Executive is employed by Echo (or a successor pursuant to Section 12(b)) and within twelve (12) months following a Change in Control (as defined below), such total amount shall be made prior paid in a single lump sum; iii. effective on the date of the termination of employment, the stock options described in Section 4(c)(i) and (ii), (the “Options”) that are unvested and would have vested at the next annual vesting date if the Executive had remained employed shall vest pro rata based on the number of months worked by the Executive since the last vesting date; provided however that if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in either case, within twelve (12) months following a “change in control” (as defined in the applicable Option agreement) then all Options to the date on which the Release becomes effective extent then unvested shall become fully vested and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning exercisable as of the second effective date of the Executive’s termination of employment; and iv. continuation of the health benefits (2nd) such calendar year (only under the Company’s medical and any payments otherwise payable prior thereto (dental insurance plans, if any) shall instead be paid on in accordance with this paragraph for the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within lesser of two (2) years or the period that the Executive is entitled to continuation of health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); provided that the Executive must elect COBRA coverage to be entitled to this benefit, and provided further that: (A) if any such plan is fully insured, then the Executive shall be required to pay as each COBRA premium an amount equal to the allocable share of the cost of coverage for similarly situated active employees of the Company under such plan; or (B) if any such plan is not fully insured, the Executive shall be required to pay the full COBRA premium and the Company will reimburse the Executive for a portion of the COBRA premium charged to the Executive that represents the Company’s allocable share of the cost of coverage for similarly situated active employees of the Company under such plan; provided, however, that as a condition of receiving the payments and benefits in clauses (ii), (iii) and (iv), the Executive must execute within such period of time following termination of employment as is permitted by the Company (and not timely revoke during any revocation period provided therein) a comprehensive release, covenant not to ▇▇▇, and non-disparagement agreement from the Executive in favor of the Company, its executives, officers, directors, affiliates, and all related parties, in such form as may be provided by the Company; provided, however, that the release will not apply to the payment and benefits described in clauses (i) through (iv). As used in clause (ii) above, “Change in Control” means the occurrence of either of the following events after the Executive is employed by Echo under this Agreement: (A) the acquisition by any one person, or more than one person acting as a group (other than any person or more than one person acting as a group who is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of Echo prior to such acquisition), of stock of Echo, that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Echo; or (B) within any twelve-month period (beginning on or after the Effective Date) the acquisition by any one person, or more than one person acting as a group, of the assets of Echo, that have a total gross fair market value of sixty-five percent (65%) or more of the total gross fair market value of all of the assets of Echo, immediately before such acquisition or acquisitions; provided, however, that transfers to the following entities or person(s) shall not be deemed to result in a Change of Control: (I) an entity as to which the shareholders of Echo immediately before the transfer continue to own, directly or indirectly, immediately after the transfer, more than fifty percent (50%) of the total fair market value or total voting power of the stock, immediately after the transfer; (II) an entity, more than fifty percent (50%) of the total fair market value or total voting power of the stock of which is owned, directly or indirectly, by Echo; or (III) any employee benefit plan maintained by or contributed to by Echo. For purposes of this definition of Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (persons will be considered to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) be acting as a group if the Termination Date occurs prior to the occurrence they are owners of a Change in Controlcorporation that enters into a merger, one hundred percent (100%) consolidation, purchase or acquisition of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance stock, or similar business transaction with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the CompanyEcho. Notwithstanding the foregoing, upon any breach no Change in Control shall be deemed to have occurred for purposes of this Agreement by Executive reason of any actions or events in which the Executive participates in a capacity other than in the Executive’s capacity as an employee. It is intended that this definition of Change in Control be consistent with the Restrictions on definition of a “change in the ownership of a corporation” or following the Termination Date, (x) any unpaid a “change in a substantial portion of the Severance shall cease to be payable assets of a corporation” within the meaning of Code Section 409A, and this definition shall be forfeited by Executive upon construed consistent with such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforintent.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon Executive’s “separation from service” from receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall continue be paid at such time annual bonuses are paid to pay other senior executive officers of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iv) A lump sum payment equal to Executive his the Severance Multiplier multiplied by the sum of (x) Executive’s then-current Base Salary and (y) Executive’s target Annual Bonus for the “Severance”fiscal year in which the date of termination occurs, payable as soon as reasonably practicable following the date of termination, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (v) To the extent permitted by applicable law without any tax or penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, for a period of eighteen (18) months following the date of termination of Executive’s employment, on the first regularly scheduled payroll date of each month during such eighteen (18) month period, the Company will pay Executive an amount equal to the monthly COBRA premium cost for current coverage and ; provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the eighteen (18) month period in the event that Executive becomes eligible to receive comparable health benefits through a new employer. In the event that the provision of the continued coverage described herein is legally prohibited, or could subject either the Company or Executive to any tax or penalty, after consulting with Executive, the Company shall be permitted to modify such coverage so as to comply with applicable law and avoid any such tax or penalty; (vi) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding that would have vested during a number of months following the date of termination of Executive’s employment equal to the Severance Multiplier multiplied by twelve (12) shall become vested and non-forfeitable as of the date of termination of Executive’s employment; provided, that in the event the termination of Executive’s employment follows a Change of Control, any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become fully vested and non-forfeitable as of the date of termination of Executive’s employment; (vii) Any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the amount of time which elapsed from the commencement of the applicable performance period through the date of termination), based on the actual attainment of performance goals during the applicable performance period commencing on , and, in other respects, such awards shall be governed by the Termination Date and ending on the four plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; and (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments viii) Outplacement services at a level commensurate with Executive’s position in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior as in effect from time to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companytime. Notwithstanding the foregoing, upon the payments and benefits described in clauses (ii), (iii), (iv) and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any breach by Executive of any provision of the Restrictions on Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or following any other benefits under this Agreement. For the Termination Dateavoidance of doubt, (x) any unpaid portion Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforBenefits.

Termination by the Company Without Cause. IfThe Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) the Accrued Obligations; and (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) except as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (v) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and (vi) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company terminates Executive’s employment without Causemay require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, upon Executive’s “separation from service” from if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 409A 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Code Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of 1986, as amended the inclusion of the Taxable Cost in income during such calendar month (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and nonTax Gross-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance PeriodUp”). The Company In no event shall pay the Severance Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; providedwhich such taxes are paid. Furthermore, that no Severance payments continuation of coverage shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (provided to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change it results in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive adverse tax consequences to the Company immediately upon demand thereforunder Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If8.5.1 The employment of Officer shall terminate immediately upon delivery to Officer of written notice of termination by the Company, during the Termwhich shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2. 8.5.2 Upon termination of this Officer's employment pursuant to this Section 8.5, the Company terminates Executive’s employment without Causeshall pay to Officer, upon Executive’s “separation from service” from on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (within y) the meaning of Section 409A amount Officer would have earned as Base Salary during the remaining scheduled Term of the Internal Revenue Code Amended Agreement (computed without regard to the termination of 1986the Amended Agreement pursuant to this Section 8.5), as amended plus an amount equal to two times (i) in the “Code”)event no previous bonus has been paid or is payable pursuant to this Amended Agreement, 20% of Officer's Base Salary, or (ii) (a “Separation from Service” andin the event at least one bonus has been paid or is payable to Officer, the date greater of any such Separation from Service(a) the last annual bonus paid or payable to Officer pursuant to this Amended Agreement; and (b) the average annual bonus based on all annual bonuses paid or payable to Officer pursuant to this Amended Agreement. In addition to the foregoing, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with notwithstanding the provisions of Section 7 below any other agreement to the contrary, (x) all options to purchase the “Restrictions”)Common Stock of the Company which have been granted to Officer and which would have vested during the 24 months following the Termination Date shall become immediately exercisable on the Termination Date and, Executive will be entitled notwithstanding any other agreement to receive the payments contrary, shall remain exercisable for the full term of each such option, and benefits set forth below: (iy) The the Company shall continue to pay provide to Executive his then-current Base Salary (Officer all other benefits that would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary remaining scheduled Term of the Termination Date Amended Agreement (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior computed without regard to the date on which termination of the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled Amended Agreement pursuant to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year8.5); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. If, during the Term, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue agrees that if it were to pay to Executive his then-current Base Salary (the “Severance”) terminate your employment during the period commencing on the Termination Date and ending on the four Term without Cause (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) as defined below): (A) If within 60 days following your termination of employment, you would be entitled to receive a lump sum severance payment in the Termination Date occurs within two gross amount of $134,160.00 (2representing six months of your current base salary) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest less applicable payroll taxes and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable)deductions; and (B) if within 60 days following your termination of employment, but no later than August 29, 2008, you would be entitled to receive, depending upon the Termination Date occurs prior Choice which you selected in Section 2 above, either the full amount of the Retention Bonus (less applicable payroll taxes and deductions) or 100% vesting of the Retention Option Grant. (ii) For purposes of this Agreement, Cause is defined as only: (A) your conviction of (or plea of nolo contendere to) a felony or any crime which involves moral turpitude, (B) the good faith determination by the Board of Directors of the Company that you have failed to perform a material amount of your duties (other than a failure to perform duties resulting from your incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after your receipt of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (C) any absence from the Company’s regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; (D) any act or acts of personal dishonesty (including, without limitation, any i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or unauthorized trading in the Company’s securities); (E) the violation of your fiduciary duties to the occurrence of a Change in ControlCompany, one hundred percent (100%) or the violation of any then-unvested portion law, statute or regulation relating to the operation of the Option held Company’s business; (F) misconduct that impairs your ability effectively to perform the duties or responsibilities of your position; or (G) your declining an offer of continued employment in a position: (1) with similar duties and responsibilities, (2) with any entity controlled by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on present or following future owner(s) of the Termination DateCompany or any of the Company’s assets, (x3) any unpaid portion of at the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedsame or higher base salary, and (z4) any Severance amounts paid which would not involve a relocation of your worksite to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefora location more than 50 miles from its current location.

Termination by the Company Without Cause. If, during the Term, If your employment by the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”defined below), subject to and conditioned upon Executive’s timely execution and non-revocation of or if there is a general release of claims substantially in the form attached hereto Constructive Termination (as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”defined below), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and at any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs time prior to the occurrence of a Change in Control, one hundred percent Control or more than thirteen (100%13) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon months following the occurrence of a Change in Control Control, and if you provide the Company with a signed general release of all claims, a form of which is set forth in Exhibit A hereto, the Company shall provide you with the following severance benefits: (1) continuation of your base salary for a period of six (6) months after your termination date at the rate in accordance with Section 4(eeffect immediately prior to your termination of employment, less applicable withholdings, payable in installments pursuant to the Company’s normal and customary payroll procedures; (2) above) for the period beginning on your date of termination and shall automatically terminate ending on the earlier date which is six (6) full months following your date of termination (or, if earlier, the date on which you accept employment with another employer that provides comparable benefits), the Company shall pay for and provide you and your dependents with the same health benefits (e.g., medical and dental) to which you would have been entitled had you remained continuously employed by the Company during such period, including, if necessary, paying the costs associated with continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (3) on your date of termination, you shall immediately become vested with respect to those options to purchase the Company’s capital stock that you then hold that would have vested during the six (6) month period following your date of termination and/or any restrictions with respect to restricted shares of the three Company’s capital stock that you then hold that would have vested during the six (3)-month anniversary 6) month period following your date of the Termination Date (termination shall immediately lapse. You understand and agree that you shall not be entitled to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) any other severance pay, severance benefits, or any expiration date that would apply to other compensation or benefits other than as set forth in this paragraph in the Option had Executive remained employed with the Company. Notwithstanding the foregoingevent of such a termination, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforother than as required under applicable law.

Termination by the Company Without Cause. IfThe Company may terminate your employment for any or no reason. If such termination is not for Cause and not by reason of your Disability, then, in addition to the Accrued Obligations, and in lieu of any other severance benefits otherwise payable under any Company policy, you will be entitled to (i) continued payment of your Base Salary for twelve (12) months, (ii) payment of your COBRA premiums on a grossed-up basis, less the amount charged to active employees for health coverage, for twelve (12) months, (iii) payment of a pro-rata portion of your Annual Bonus (assuming for purposes of this payment that your Annual Bonus is equal to 50% of your Base Salary) and (iv) immediate vesting of any unvested options, restricted stock, restricted stock units, or other equity awards that are outstanding immediately prior to the date of termination and, but for the termination of your employment, would have vested during the Termtwelve (12) month period immediately following the date of termination (collectively, the Company terminates Executive’s “Severance Benefits”). Your right to the Severance Benefits shall be conditional upon (x) your continuing compliance with the restrictive covenants contained in Section 9, (y) your continuing material compliance with the provisions of Section 10, and (z) your execution of a customary release of claims relating to your employment without Cause, upon Executive’s “separation from service” from (which form does not impose any additional material obligations on you) in the form agreed to between you and the Company (the “Release of Claims”). You must execute the Release of Claims within forty-five (45) days following the meaning date of the termination of your employment (which release shall be delivered to you within five (5) days following the date of such termination). The first payment of continued Base Salary and COBRA premiums, together with the pro-rata Annual Bonus payable pursuant to subsection (iii) above, pursuant to this Section 8(d) shall be made on the effective date of the Release of Claims as set forth in this Section 8(d); provided, however, that if the time period to consider and revoke the Release of Claims covers two of your taxable years, payment of Severance Benefits of which any portion is treated as non-qualified deferred compensation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially will begin in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar later taxable year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. If, during The Company shall have the Term, the Company terminates right to terminate Executive’s employment without CauseCause upon sixty (60) days written notice (subject to and in accordance with Sections 5.10 and 6.2 below), upon in which event the Company shall: (a) on the Date of Termination, pay Executive all compensation, expenses and other amounts owed to him as of the Date of Termination (as defined in Section 5.10 below); and (b) continue to pay Executive’s “separation from service” from Base Salary (in effect as of the Date of Termination) for the remainder of the Term or for two (2) years after the Date of Termination, whichever is greater; provided however, that upon a termination pursuant to this Section 5.4 within six (6) months before the effective date of a Change in Control (as defined herein), or within eighteen (18) months following the effective date of such a Change in Control, the Company (within shall continue to pay Executive’s Base Salary for the meaning of Section 409A remainder of the Internal Revenue Code Term or for three (3) years after the Date of 1986Termination, whichever is greater. “Change in Control” as used in this Agreement means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “CodeExchange Act”)) (a an “Separation from Service” and, the date of any such Separation from Service, Exchange Act Person”) becomes the “Termination Date”beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), subject to and conditioned upon Executive’s timely execution and non-revocation directly or indirectly, of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary securities of the Termination Date Company representing more than fifty percent (50%) of the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with combined voting power of the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain then outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence securities other than by virtue of a Change in Controlmerger, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on consolidation or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companysimilar transaction. Notwithstanding the foregoing, upon a Change in Control shall not be deemed to occur solely because the level of ownership held by any breach Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by Executive the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the Restrictions on or following then outstanding voting securities owned by the Termination DateSubject Person over the designated percentage threshold, (x) any unpaid portion of the Severance shall cease to be payable and then a Change in Control shall be forfeited by Executive upon such breachdeemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (ydirectly or indirectly) any unexercised portion of the Option shall be Company if, immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date consummation of any such breach shall be repaid by Executive to merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (iii) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or (iv) during any period of 12 consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. In addition, upon demand therefortermination without Cause, the Company shall be obligated to provide Executive any additional benefits set forth in Section 5.4 of Schedule A hereto.

Termination by the Company Without Cause. If, during the Term, the The Company terminates Executivemay terminate Employee’s employment at any time without Cause, , effective upon ExecutiveEmployee’s “separation from service” from the Company (within the meaning receipt of Section 409A written notice of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), termination and subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions requirements of the ECL. In the event that Employee’s employment is terminated by the Company without Cause, and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 7 below (the “Restrictions”7(f) below), Executive will Employee shall be entitled to receive the payments and additional benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Payment of the Employee’s monthly Base Salary (the “Severance”) for each month during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company Term, which shall pay the Severance in substantially equal installments be paid in accordance with the Company’s normal regular payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); andpractices; (ii) With respect to the vesting of the shares subject to the Initial Option Grant and Initial RSU Award only (A) If and not any subsequent option grant or subsequent restricted share unit or other equity awards), Employee’s employment shall be deemed to have terminated 18 months after the Termination Date date of termination of his or her employment, and the period of time in which Employee may exercise such vested option shares underlying shall be increased to 12 months following the date of termination; provided, however, that if such termination without Cause occurs within two (2) years during the 12 month period immediately following a Change in Control, one hundred percent then all unvested shares subject to Employee’s Initial Option Grant and Initial RSU Award (100%and all shares subject to any subsequent option grants or subsequent restricted share unit or equity awards) of any then-unvested portion shall be deemed fully vested and exercisable as of the Option date of termination, and the period of time in which Employee may exercise such vested option shares shall be increased to 12 months following the date of termination; and (iii) If and to the extent then-outstanding) will vest that the Employee is able to continue his or her participation in the Company’s group health and/or dental insurance from and become exercisable upon after the effectiveness date of termination in accordance with the terms of the Release (benefits plans or applicable law and shallEmployee so elects to continue such coverage, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior an amount equal to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of monthly premium payment that the Option held by Executive Company was contributing to such coverage on Employee’s behalf as of the Termination Date date of termination, for each month during the Severance Term; provided, that the payments pursuant to this clause (iii) shall remain outstanding and cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to vest upon receive any comparable health and dental benefits with a subsequent employer, including through a spouse’s employer, during the occurrence of a Change in Control Severance Term. Any payments under this clause (in accordance with Section 4(eiii) aboveshall be made at the same time that payments under clause (i) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companyare made. Notwithstanding the foregoing, upon the payments and benefits described in clauses (i), (ii), and (iii) above (collectively, the “Severance Benefits”) shall include all statutory severance that the Employee may be entitled to under PRC law, and shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any breach by Executive of any provision of the Restrictions on Confidentiality Agreement or following the Termination DateRelease Agreement. Following such termination of Employee’s employment by the Company without Cause, (x) except as set forth in this Agreement, Employee shall have no further rights to any unpaid portion compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance shall cease to be payable Benefits and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforAccrued Obligations.

Termination by the Company Without Cause. IfThe Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred; (iii) A pro rata Annual Bonus (determined using the target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, or if such fiscal year is a period shorter than twelve (12) months, during the Termfirst full twelve (12) month fiscal year following the Closing Date, and thereafter, using the Annual Bonus paid or payable for the immediately prior fiscal year) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination; (iv) An amount equal to the Severance Multiplier multiplied by the sum of his then current Base Salary, such amount to be payable over the Severance Term in substantially equal installments, on each regular payroll date of the Company terminates Executive’s employment without Causeduring the Severance Term; provided, upon Executive’s however, that in the event that the payments under this subsection (iii) are considered “separation from servicenonqualified deferred compensation” from the Company (within the meaning of under Section 409A of the Internal Revenue Code of 1986, as amended amended, if the Severance Term would otherwise expire after the date that is one day prior to two and one-half (2 1/2) months following the later of the last day of the Company’s fiscal year in which such termination occurs or the last day of Employee’s tax year in which such termination occurs (the “Code”)) (a “Separation from Service” and, the applicable date of any such Separation from Servicebeing, the “Termination 409A Outside Date”), subject Employee shall receive a lump-sum amount on the 409A Outside Date equal to and conditioned upon Executive’s timely execution and non-revocation any portion of a general release the Severance Amount not previously paid to Employee prior to the 409A Outside Date in full satisfaction any remaining portion of claims substantially the amounts payable under this subsection (iii) not previously paid to Employee prior to the 409A Outside Date in full satisfaction any remaining portion of the form attached hereto as Exhibit A amounts payable under this subsection (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”iii), Executive will be entitled to receive the payments and benefits set forth below:; (iv) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary Continuation of the Termination Date health benefits provided to Employee and his covered dependants under the Company health plans as of the date of such termination at the same cost applicable to active employees until the earlier of: (A) the “Severance Period”). The Company shall pay expiration of the Severance in substantially equal installments in accordance Term, or (B) the date Employee commences employment with the Company’s normal payroll practices during the Severance Periodany person or entity and, thus, is eligible for health insurance benefits; provided, however, that no Severance payments shall be made prior as a condition of continuation of such benefits, the Company may require employee to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled elect to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior continue his health insurance pursuant to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year)COBRA; and (ii) (Avi) If the Termination Date such termination occurs within two the one (21) years year period following a Change in Control, one hundred percent (100%) vesting of any then-unvested portion all shares of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive Time Vested Restricted Stock as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence date of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Companytermination. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, payments and benefits described in subsections (xii) any unpaid portion of the Severance through (iv) above shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedcease, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforshall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If, during In the Termevent that Employee's employment is terminated prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) hereof, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” shall pay the following amounts to Employee as soon as practicable following the date of termination: (i) any accrued but unpaid Base Salary (as determined pursuant to Section 3 hereof) for services rendered to the date of termination; (ii) any accrued but unpaid bonus; (iii) any accrued but unpaid expenses required to be reimbursed pursuant to Section 3(d) hereof; (iv) any vacation accrued to the date of termination; and (v) an amount equal to the greater of (x) the amount of the Base Salary that would have been payable by the Company to Employee from the date of termination through the end of the Term and (y) $500,000; provided that, notwithstanding the foregoing, if the Company (determines that Employee is a "specified employee" within the meaning of Section 409A 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended amended, and accompanying administrative guidance, (A) the “Code”)payment pursuant to this Section 5(b)(v) (shall not be made for a “Separation from Service” and, six-month period following the date of termination and (B) such sum shall be paid in a lump sum payment as soon as practicable after the date that is six months after the termination of employment; provided further that Employee shall have the option, in his sole discretion, to receive 50,000 shares of the common stock, par value $0.01 per share, of MM Companies, Inc. in lieu of the payment pursuant to this Section 5(b)(v); provided further that, if, at the time of such termination or any such Separation from Servicetime thereafter, Employee is found to be in material breach of any covenant contained in Section 6 hereof, the “Termination Date”), subject to amount of the damages and conditioned upon Executive’s timely execution and non-revocation costs resulting from such breach shall be deducted from the amount of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will payment Employee would otherwise be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year5(b)(v); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. If, during The Company may terminate the Employment Term, at any time, without Cause. In the Company terminates Executive’s employment event the Executive is terminated without Cause, upon subject to Section 8, the Executive shall be entitled to receive: (i) any amounts earned, accrued or owing but not yet paid pursuant to Section 1 above, which shall be paid on the Termination Date; (ii) a cash payment in an amount equal to the greater of: (A) two (2) times the Executive’s then-current Base Salary, or (B) the amount of the Executive’s then-current Base Salary multiplied by a fraction, the numerator of which is the number of months remaining in the Term (with any partial months rounded up to the next highest number), and the denominator of which is 12 (i.e., the total number of months in a calendar year); (iii) a cash payment in an amount equal to two (2) times the average Annual Bonus received by the Executive for the three (3) years preceding such termination, paid in a lump sum on the sixty-first (61st) day following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below:; (iiv) The Company shall continue a continuation of all Benefit Coverages for which the Executive is eligible to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary participate as of the Termination Date (in a fashion which is similar to those which the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made Executive is receiving immediately prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two Termination Date (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning or reimbursement of the second (2ndExecutive’s expenses incurred in connection therewith) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within for a period of two (2) years following a Change in Control, one hundred percent after such termination without Cause; and (100%v) of notwithstanding any then-unvested portion of the Option (provision to the extent then-outstandingcontrary in the Entravision Communications Corporation 2004 Equity Incentive Plan (or any agreement entered into thereunder or any successor stock compensation plan or agreement thereunder), (A) will immediate vesting of, and the lapse of all restrictions applicable to, all unvested stock options and any other equity incentives that vest solely based on the passage of time granted to the Executive and become exercisable upon outstanding immediately prior to the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable)Termination Date; and (B) if vesting of any performance based equity incentives awarded to the Termination Date occurs Executive and outstanding immediately prior to the occurrence of a Change in ControlTermination Date, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible such vesting to vest upon the occurrence of a Change in Control (occur in accordance with Section 4(e) above) the terms of their applicable award agreements and shall automatically terminate on plans determined as if the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does Executive had not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed terminated employment with the Company. Notwithstanding the foregoingAmounts payable and benefits to be received pursuant to subsections (i), upon any breach by Executive of any (ii), (iii), (iv) and (v) of the Restrictions on preceding sentence of this Section 4(d) will be collectively referred to herein as the “Severance Package.” Subject to Section 9, the amount payable under subsection (ii) shall be paid in twelve (12) equal monthly installments, commencing with the first payroll date that occurs coincident with or following the Termination Date, sixty-first (x61st) any unpaid portion day after the Executive’s “separation from service” within the meaning of Section 409A of the Severance Code. Subject to Section 9, each subsequent monthly installment shall cease to thereafter be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion paid on a regularly scheduled payroll date of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforCompany.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 5.1 at any time without “Cause” (as defined in Section 5.2(b) below) by giving notice as described in Section 6.1 of this Agreement. A termination pursuant to Sections 5.3 and 5.4 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 5.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 19861.409A-1(h), as amended (the “Code”)) (without regard to any alternative definition thereunder, a “Separation from Service” ”), then Executive shall be entitled to receive the Accrued Obligations (defined below) and, subject to Executive’s compliance with the obligations in Section 5.1(c) below, Executive shall be eligible to receive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions (the “Severance”), paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 5.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter, plus medical health insurance reimbursement for this 12 month period. All unvested options, grants, or any other benefits shall vest immediately at time of termination. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to Section 5.1(b) of this Agreement if: (i) by the 60th day following the date of any such Executive’s Separation from Service, he has signed and delivered to the “Termination Date”)Company an effective, subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in favor of the Company and its affiliates and representatives, in a form attached hereto as Exhibit A acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) and if he holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s continued compliance termination date (or such other date as requested by the Board); (iii) he returns all Company property; (iv) he complies with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 7 below 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance will not be made or begin until the later calendar year. (the d) For purposes of this Agreement, “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: Accrued Obligations” are (i) The Company shall continue to pay to Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoingplan, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable including accrued vacation and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforpersonal days.

Termination by the Company Without Cause. IfExcept as provided in Section 6(d) or 6(h), during the Term, if for any reason the Company terminates wishes to terminate the Employment Period and the Executive’s 's employment without Causehereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), upon Executive’s “separation from service” from (i) the Company (within shall give the meaning of Section 409A of the Internal Revenue Code of 1986, as amended Executive written notice (the “CodeTermination Notice”)) (a “Separation from Service” and, at least 120 days prior to the date of any such Separation from Service, termination set forth in the Termination Notice (the “Termination Date”)) stating such intention, subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in (ii) the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company Employment Period shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing terminate on the Termination Date Date, and ending on the four (4)-month anniversary of the iii) a severance period shall commence upon such Termination Date for a period of 24 months (such period, the “Severance Period”). The During the Severance Period, the Executive shall (1) continue to receive the Base Salary under Section 3(a) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to Annual Incentive Bonuses pursuant to Section 3(b) (which Annual Incentive Bonuses shall be the Annual Incentive Bonuses paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given and paid on the last day of each of the two calendar years during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare and health benefits under Section 3(d) (including any benefits under the Company's long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Severance Executive, quarterly, an amount which after-tax will keep him in substantially equal installments the same economic position as if he and/or his eligible dependents had continued in accordance with such plans and/or programs. In addition, the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments Executive shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2x) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If accelerated vesting upon the Termination Date occurs within of all outstanding equity awards, with all outstanding stock options or stock appreciation rights granted to the Executive remaining exercisable for no less than two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion or the remainder of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shalloriginal term, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breachshorter, (y) payment of any unexercised portion earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of the Option shall be immediately forfeited, his termination of employment and (z) any Severance amounts paid to Executive on other rights, benefits or after the date of entitlements in accordance with this Agreement or any such breach shall be repaid by Executive to applicable plan, policy, program, arrangement of, or other agreement with, the Company immediately upon demand thereforor any of its subsidiaries or affiliates.

Termination by the Company Without Cause. If(a) The Company may terminate the Executive’s employment at any time, during for whatever reason it deems appropriate or without reason; provided, however, that in the Termevent that such termination is not pursuant to Section 4.1 (Death); Section 4.2 (Disability); Section 4.3 (Due Cause); Section 4.5 (Voluntary Termination); or Section 4.6 (Retirement), the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to the Executive his then-current the Base Salary (at the “Severance”annual rate then in effect) during the period commencing on and vacation accrued through the Termination Date and ending the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, if applicable). (b) In addition to the payments described in Section 4.4(a), the Company shall pay to the Executive, on the four date that is six (4)-month anniversary 6) months and one day after the Termination Date, a lump sum in an amount equal to eighteen (18) months of the monthly Base Salary (at the annual rate in effect immediately prior to termination) and an additional bonus payment equal to one and one-half (1.5) times the Target Bonus for the Termination Date Year (collectively, the “Severance PeriodPayment”). The In addition, the Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two for eighteen (218) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or months following the Termination Date, (xi) reimburse the Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 3.4, each at levels substantially equivalent to those provided by the Company to the Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination; provided, however, that no further contribution to the SERP shall be made to the benefit of the Executive following the Termination Date, in accordance with the SERP’s terms. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the Executive’s Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Except as otherwise provided under this Agreement, the rights and benefits of the Executive or his transferee under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. (c) Notwithstanding Section 4.4(b), in the event that (i) the Executive is not a Specified Employee, then the Company shall pay to the Executive the Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, or (ii) the Executive is a Specified Employee and the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive’s estate any unpaid portion of the Severance shall cease amounts due to be payable paid to the Executive pursuant to Section 4.4(b) within forty-five (45) days following the Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the death of the Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be forfeited by liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive upon such breach, shall not be entitled to any payments under Section 4.4(b) unless the Executive has first duly and timely executed (yand not revoked) any unexercised portion a form of the Option shall be immediately forfeited, mutual agreement and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive general release acceptable to the Company immediately upon demand thereforreleasing both the Company and the Executive from certain claims the other party may have in connection with the Executive’s employment with the Company and the termination thereof, to the extent permitted by law.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment without Cause, effective upon Executive’s “separation from service” from receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (within other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations; (ii) Continued participation in the meaning of Section 409A Company’s group benefit plans in which Executive participated immediately prior to termination, where required to do so under the ESA, and for only such minimum time as required under the ESA; (iii) Continued participation in the Company’s health and dental plans for the combined period during which Executive is in receipt of the Internal Revenue Code ESA Payment and the Severance Payment, subject to the plan administrator’s approval; (iv) Only such minimum working notice of 1986termination or pay in lieu thereof and, upon conclusion of the notice of termination or pay in lieu period, only such minimum severance pay as amended may be required by the ESA (the “CodeESA Payment”); (v) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A An additional payment (the “ReleaseSeverance Payment”) and which, when combined with the ESA Payment, shall be the equivalent of 12 months of Executive’s continued compliance Base Salary. In no case shall the combined amount of the ESA Payment and the Severance Payment exceed 12 months of Executive’s Base Salary; (vi) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended on or before the Termination Date, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (vii) The target Annual Bonus Executive would have received for the calendar year in which such termination occurs had Executive remained employed by the Company Group during the entire year, prorated to reflect the number of days Executive was employed during the calendar year, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (viii) The target Annual Bonus for the year of termination, payable during the Severance Term in accordance with the provisions Company’s regular payroll practices; and (ix) Continued vesting during the Severance Term of Section 7 below any time-based Awards granted under the Equity Plan that are outstanding and unvested as of the Termination Date. It is understood and agreed that any severance pay to which Executive may be entitled as part of the ESA Payment may be paid in installments (i.e. through salary continuation) pursuant to section 66(1) of the “Restrictions”ESA. The Severance Payment may likewise be paid out as a lump sum or in installments at the Company’s sole discretion. Notwithstanding the foregoing, the payments and benefits described in clauses (iii), (v), (vi), (vii), (viii) and (ix) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Restrictive Covenant Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this ‎Section 8(d), Executive will shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be entitled to receive receipt of the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year8(d); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.

Termination by the Company Without Cause. If, during the Term, If your employment by the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”defined below), subject to and conditioned upon Executive’s timely execution and non-revocation of or if there is a general release of claims substantially in the form attached hereto Constructive Termination (as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”defined below), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and each case at any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs time prior to the occurrence of a Change in Control, one hundred percent Control (100%as defined below) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon or in each case more than thirteen (13) months following the occurrence of a Change in Control (in accordance as defined below), and if you provide the Company with Section 4(e) above) and shall automatically terminate on the earlier a signed general release of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with all claims against the Company. Notwithstanding the foregoing, upon any breach in a form provided by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive reasonably acceptable to the Company (a “Release”), and do not revoke the Release within the applicable revocation period, if any, the Company shall provide you with the following severance benefits: (1) an amount equal to eighteen (18) months of your base salary at the rate in effect immediately upon demand therefor.prior to your termination of employment, less applicable withholdings, payable in installments pursuant to the Company’s normal and customary payroll procedures, subject to Section 19 below; (2) provided that you elect to receive health benefits (e.g., medical and dental) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then for the period beginning on your date of termination and ending on the date which is eighteen (18) full months following your date of termination (or, if earlier, the date on which you begin benefit coverage with another employer), the Company shall pay the costs associated with continuation coverage pursuant to COBRA; and (3) on your date of termination, you shall immediately become vested with respect to those options to purchase the Company’s capital stock and other equity-based awards that you then hold that would have vested during the Acceleration Period following your date of termination and/or any restrictions with respect to restricted shares of the

Termination by the Company Without Cause. IfIf Employee’s employment hereunder is terminated by the Company without Cause (and not due to Employee’s death or Disability or due to the issuance of a non-renewal by the Company pursuant to Section 2.1) pursuant to Section 2.2(c) above, during and such termination does not occur within a Corporate Change Period then all compensation and all benefits to Employee hereunder shall terminate contemporaneously with the Termeffective date of the termination of his employment, except that the Company shall pay to Employee that portion of Employee’s Base Salary accrued through the date on which Employee’s employment terminated and all benefits payable under the governing provisions of any benefit plan or program of the Company in which Employee participated. In addition, subject to Section 5.7 below, the Company terminates Executiveshall provide Employee: (a) an amount equal to 45% of Base Salary, multiplied by a fraction, the numerator of which is the number of days Employee was employed by the Company in the calendar year of Employee’s termination, and the denominator of which is 365, which amount shall be paid on the later of the first business day after the Release is no longer revocable or the payment date that an Annual Bonus for the year of termination otherwise would have been payable pursuant to Section 3.2 above had Employee’s employment without Causenot terminated (provided, upon Executive’s that, in no event shall such payment occur later than the date necessary to qualify such payment as a “separation from serviceshort-term deferral” from the Company (within the meaning of Section 409A Treas. Reg. § 1.409A-1(b)(4)); (b) continued payment of Employee’s monthly Base Salary, in arrears, for a period of 18 months following the Internal Revenue Code date of 1986termination; provided, as amended however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “CodeFirst Payment Date”)) (a “Separation from Service” andand shall include all payments, if any, without interest, that would have otherwise been made pursuant to this Section 5.4(b) between the date of any such Separation from Service, Employee’s termination of employment and the “Termination First Payment Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (iic) (A) If for that period beginning on the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective termination of Employee’s employment and irrevocable); and (B) if for so long during the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then18-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or month period following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of termination that Employee remains eligible to receive, and elects to receive, continuation of coverage under a Company group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall provide reimbursement of the premiums paid by Employee, if any, for such continuation coverage; provided, however, that to receive such reimbursement, Employee must not be eligible to receive health insurance benefits under any such breach other employer’s group health plan and Employee must provide Company with documentation evidencing his payment of the applicable premiums within thirty (30) days of their payment. The Company’s payments of COBRA reimbursements shall be repaid by Executive to made within thirty (30) days of its receipt of such documentation; provided, however, the Company immediately upon demand thereforwill provide the first COBRA reimbursement referenced in this Section 5.4(c) after the Release has been executed by Employee and become irrevocable, and the first such reimbursement payment shall include all payments, without interest, that otherwise would have been made pursuant to this Section 5.4(c) between the date of Employee’s termination of employment and the date that the Release became irrevocable.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s “separation from service” from employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company Accrued Obligations; (ii) Any unpaid Bonus in respect of any completed fiscal year or quarter, as applicable, that has ended prior to the date of such termination, which amount shall continue be paid at such time bonuses are paid to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary other senior executives of the Termination Date Company, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred; (iii) The Pro Rata Bonus Amount, which amount shall be paid at such time bonuses are paid to other senior executives of the “Severance Period”). The Company shall pay Company, but in no event later than the Severance date that is 21/2 months following the last day of the fiscal year in which such termination occurred; (iv) An amount equal to the Base Salary, such amount to be paid in substantially equal installments payments during the Severance Term, and payable in accordance with the Company’s normal regular payroll practices during practices; and (v) Subject to Executive’s election of COBRA continuation coverage under the Severance Period; providedCompany’s group health plan, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablepayment, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring of each month during the Severance Term, of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and event that Executive becomes eligible to vest on such date receive any health benefits as a result of subsequent employment or service during the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the CompanySeverance Term. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Datepayments and benefits described in clauses (ii), (xiii), (iv) and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any unpaid portion provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits; provided, that the Company shall cease to be payable and shall be forfeited by reimburse Executive upon such breachfor reasonable, (y) any unexercised portion documented attorneys’ fees actually incurred in connection with the enforcement of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive this Agreement to the Company immediately upon demand thereforextent Executive is successful in such enforcement action, not to exceed $20,000.

Termination by the Company Without Cause. If, during During the Term, if the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from is terminated by the Company (within the meaning of without Cause as provided in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”3(d), then (x) the Company shall pay the Executive his Accrued Benefit and (y) subject to the Executive signing a separation agreement and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and Executive’s continued compliance with the provisions Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth belowTermination: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance Executive an amount equal to (x) twelve (12) months of the Executive’s Base Salary plus (y) an amount equal to the Executive’s target incentive compensation for the quarter (in the case of incentive compensation paid on a quarterly basis) or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the number of days of employment during such quarter or year, as applicable, relative to the number of calendar days in such quarter or year, as applicable); and (ii) except to the extent any Existing Equity Award or any stock option or other stock-based award that was granted or purchased on or after the Effective Date contains more favorable terms, in which case such terms shall apply to such award(s), all stock options and other stock-based awards held by the Executive will be accelerated as if the Executive had completed an additional twelve (12) months of service with the Company; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for twelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed by the Company. To the extent the Executive and the Company mutually agree to enter into a non- competition agreement, the number of months set forth in Sections 4(b)(i), (ii) and (iii) will be increased by the number of months equal to the length of such non-competition period. The amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s normal payroll practices during practice over twelve (12) months (or such longer period set forth in the Severance Periodimmediately preceding sentence) commencing within 60 days after the Date of Termination; provided, however, that no Severance if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be made prior 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 date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or day immediately following the Termination Date, (x) any unpaid portion Date of the Severance shall cease Termination. Each payment pursuant to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion this Agreement is intended to constitute a separate payment for purposes of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforTreasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause. If, during In the Term, event that the Company terminates Executive’s your employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially Cause in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance accordance with the provisions of Section 7 below 3(a)(iv) hereof, and conditioned on your compliance with this Agreement during the Notice Period (the “Restrictions”but not for any other reason, including without limitation under Sections 3(a)(i), Executive (ii), (iii), or (v)), then in addition to the amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the condition precedent in Section 4(h) below, the following will be entitled provided to receive you following the payments and benefits set forth belowtermination of the Notice Period: (i) You will be paid a lump sum amount equal to one year’s Base Salary at the rate in effect immediately prior to said termination, to be paid no later than sixty (60) days following your termination; (ii) With respect to the Annual Bonus for the calendar year prior to the calendar year in which your termination occurs, you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Bonus; (iii) You will be paid an amount equal to the Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (iv) You will be paid a pro-rata portion of your Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, based on the number of days you were employed by the Parent Group during such year and calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (v) The Company shall will pay COBRA premiums to continue your coverage pursuant to pay COBRA and the applicable insurance policies up and until the earlier of (i) twelve (12) months from the date of termination, or (ii) the date upon which you cease to Executive his then-current Base Salary (be eligible for COBRA continuation coverage under applicable law and the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary terms of the Termination Date applicable policies. You agree to notify the Company in the event that you obtain coverage with another employer group health plan that does not contain any exclusions or limitations with respect to any pre-existing condition, or if you become entitled to Medicare benefits; and (vi) In the “Severance Period”). The event that the Company shall pay the Severance in substantially equal installments terminates your employment without Cause in accordance with the Company’s normal payroll practices during provisions of Section 3(a)(iv), then for so long as you shall remain in full compliance with the Severance Period; providedobligations set forth in Sections 7, that no Severance payments shall be made prior 8, 9 and 10 below, and conditioned on such continued compliance, all Restricted Shares previously granted to you which have not vested as of the date on which the Release becomes effective and irrevocableof your termination, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) , shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible continue to vest on the applicable dates set forth in the applicable award agreements granting such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforRestricted Shares.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1.409A-1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for six (the “Severance”6) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The , less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) an amount equal to the bonus that Executive would have earned pursuant to Section 2.2 if Executive had remained employed through the end of the applicable fiscal year in which the termination date occurs, pro-rated based on the number of days that Executive was employed with the Company shall pay during the applicable fiscal year, payable on the date that such bonus is paid to the Company’s other executives; and (iii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in substantially connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal installments to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the Company which may be in Executive’s possession or under his control but excluding copies of records related to Executive’s compensation from the Company and any equity ownership in the Company); (iv) Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforplan.

Termination by the Company Without Cause. If, during the Term, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue agrees that if it were to pay to Executive his then-current Base Salary (the “Severance”) terminate your employment during the period commencing on the Termination Date and ending on the four Term without Cause (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) as defined below): (A) If within 60 days following your termination of employment, you would be entitled to receive a lump sum severance payment in the Termination Date occurs within two gross amount of $134,456.40 (2representing six months of your current base salary) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest less applicable payroll taxes and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable)deductions; and (B) if within 60 days following your termination of employment, but no later than August 29, 2008, you would be entitled to receive, depending upon the Termination Date occurs prior Choice which you selected in Section 2 above, either the full amount of the Retention Bonus (less applicable payroll taxes and deductions) or 100% vesting of the Retention Option Grant. (ii) For purposes of this Agreement, Cause is defined as only: (A) your conviction of (or plea of nolo contendere to) a felony or any crime which involves moral turpitude, (B) the good faith determination by the Board of Directors of the Company that you have failed to perform a material amount of your duties (other than a failure to perform duties resulting from your incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after your receipt of written notice thereof from the Board specifying with reasonable particularity such alleged failure; (C) any absence from the Company’s regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the Board in advance; (D) any act or acts of personal dishonesty (including, without limitation, any i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or unauthorized trading in the Company’s securities); (E) the violation of your fiduciary duties to the occurrence of a Change in ControlCompany, one hundred percent (100%) or the violation of any then-unvested portion law, statute or regulation relating to the operation of the Option held Company’s business; (F) misconduct that impairs your ability effectively to perform the duties or responsibilities of your position; or (G) your declining an offer of continued employment in a position: (1) with similar duties and responsibilities, (2) with any entity controlled by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on present or following future owner(s) of the Termination DateCompany or any of the Company’s assets, (x3) any unpaid portion of at the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeitedsame or higher base salary, and (z4) any Severance amounts paid which would not involve a relocation of your worksite to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefora location more than 50 miles from its current location.

Termination by the Company Without Cause. If(a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving thirty (30) days’ advance notice as described in Section 7.1 of this Agreement; provided, during however, that the Term, Company may elect for you to be on leave or to perform modified duties at any time between the date of notice and the date of termination. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1.409A-1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for twelve (the “Severance”12) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The , less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) an amount equal to the bonus that Executive would have earned pursuant to Section 2.2 if Executive had remained employed through the end of the applicable fiscal year in which the termination date occurs, pro-rated based on the number of days that Executive was employed with the Company shall pay during the applicable fiscal year, payable on the date that such bonus is paid to the Company’s other executives; and (iii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in substantially connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal installments to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the Company which may be in Executive’s possession or under his control but excluding copies of records related to Executive’s compensation from the Company and any equity ownership in the Company); (iv) Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. Upon termination of this Agreement and Executive’s employment hereunder for any reason by either Party, Executive shall also be deemed to have resigned as a member of the Board. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforplan.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s 's employment at any time without Cause, effective upon Executive’s “separation from service” from 's receipt of written notice of such termination. In the event Executive's employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company Accrued Obligations and all Restricted Stock Awards shall continue be 100% vested; (ii) An amount equal to pay one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive his then-current Base Salary under the terms of this Agreement in the three (3) fiscal years immediately prior to the “Severance”fiscal year in which Executive's termination of employment occurs; (iii) during A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive's termination of employment occurs, or (y) Executive's target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive's employment; and (iv) Payment for her benefit towards the cost of health continuation coverage of an amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company's health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period commencing on the Termination Date and ending on the four (4)-month anniversary expiration of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Restricted Period; provided, that no Severance payments shall be made if prior to the date on which expiration of the Release becomes effective and irrevocable, and if the aggregate period during which Restricted Period Executive is entitled eligible to consider and/or revoke the Release spans two (2) calendar yearsreceive health insurance benefits from a subsequent employer, no payments under this Section 6(b)(isubsection (iv) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive cease as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforbecomes eligible.

Termination by the Company Without Cause. If, during Company shall have the Termright to terminate Executive’s employment hereunder “without cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such notice. In the event of such termination, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: shall (i) The Company shall continue to pay to Executive his then-current unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement, (the “Severance”ii) during pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the Termination Date date following the date of termination and ending on the four date which is twelve (4)-month anniversary 12) months following the effective date of termination; and (iii) either continue to provide Executive with healthcare coverage under the Termination Date plan in which Executive participates immediately prior to the effective date of such termination (the “Severance Period”). The Company shall pay the Severance in substantially equal installments where Executive remains eligible to participate, and in accordance with the Company’s normal payroll practices during terms thereof) or in the Severance Period; providedevent Executive no longer remains eligible to participate under such healthcare plan, that no Severance payments shall be made prior to reimburse Executive for the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning amount of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be premium Company would have paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option for Executive’s healthcare coverage had Executive remained employed with hereunder, in each case until (A) the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or date which is twelve (12) months following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the effective date of termination or (B) the commencement of Executive’s coverage under another employer’s healthcare plan; provided, however, that without limiting any such breach other remedy available hereunder, all payments described in the Section 8.1 shall be repaid by immediately terminate upon an arbitrator’s or judge’s determination that Executive to has breached the Company immediately upon demand thereforprovisions of Section 6 or 7 hereof.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1.409A-1(h) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), then Executive will shall be entitled to receive the payments and benefits set forth Accrued Obligations (defined below:) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Company shall continue an amount equal to pay to Executive his then-Executive’s then current Base Salary for six (the “Severance”6) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date months (the “Severance Period”). The Company shall pay , less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; and (ii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in substantially connection with new employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code, as amended, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal installments to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforplan.

Termination by the Company Without Cause. If, during In the Term, the Company terminates Executiveevent Employee’s employment with GNA (or its successor) is terminated without Cause“cause”, upon Executive’s then, provided that such termination of employment constitutes a “separation from service” from with the Company (within the meaning of as such term is defined in Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)1.409A-1(h) and any successor provision thereto (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution provided further that Employee executes and non-revocation of does not revoke a general release of claims substantially in the form attached hereto as Exhibit A (A, as may be amended from time to time by the “Release”) and Executive’s continued compliance with Company, within thirty days following the provisions Date of Section 7 below (the “Restrictions”)Termination, Executive will be entitled to Employee shall receive the payments and benefits set forth below: (i) The Company shall continue six months of base salary at the highest rate in effect prior to the Date of Termination, as severance pay and in lieu of any further compensation for periods subsequent to Executive his then-current Base Salary Employee’s Date of Termination, payable in accordance with GNA’s (the “Severance”or its successor’s) during the period commencing on the Termination Date regular payroll schedule; and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments ii) a pro rated bonus in accordance with the Company’s normal payroll practices bonus plan based on the portion of time that Employee worked during the Severance Period; providedyear in which the Date of Termination occurs and Employee’s salary as of the Date of Termination, that payable when bonuses would normally be paid, but no Severance earlier than January 1 and no later than December 31 of the year following the year with respect to which the bonus is earned. Any payments shall required to be made pursuant to this Section 5.b. prior to the date on which thirtieth (30th) day following the Release becomes effective and irrevocable, and if Date of Termination (the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i“First Pay Date”) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid in a single lump sum on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination First Pay Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor.”

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon Executive’s “separation from service” from receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments Accrued Obligations, paid in accordance with the Company’s normal payroll practices during the Severance Period; provided, and applicable law; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that no Severance payments shall be made has ended prior to the date on of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the calendar year immediately following the calendar year to which the Release becomes effective Annual Bonus relates; (iii) The Pro Rata Bonus, which shall be paid on the sixty- (60) day anniversary of such termination; (iv) A lump sum cash payment in an amount equal to one and irrevocableone-half (1 ½) times the sum of (x) Executive’s Base Salary (as in effect at the end of the calendar year immediately preceding the calendar year of such termination), and if (y) the aggregate period during which average of the highest Annual Bonuses paid to Executive is entitled to consider and/or revoke the Release spans in two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second three (2nd3) such calendar years immediately preceding the calendar year (and any payments otherwise payable prior thereto (if any) shall instead of such termination, provided that such lump sum cash payment will not be more than $1.5 million, with such amount to be paid on the first regularly scheduled Company payroll date occurring sixty (60) day anniversary of such termination; provided, further, that if such termination occurs in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years connection with or following a Change in Control, one hundred percent (100%) of any then-unvested portion instead of the Option lump sum cash payment described above, Executive shall be entitled to a lump sum cash payment in an amount equal to two and one-half (to 2 ½) times the extent then-outstandingsum of (x) will vest and become exercisable upon Executive’s Base Salary (as in effect at the effectiveness end of the Release (and shall, following calendar year immediately preceding the calendar year of such termination), remain outstanding and eligible to vest on such date (y) the average of the Release has become effective and irrevocable); and highest Annual Bonuses paid to Executive in two (B2) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month 3) calendar years immediately preceding the calendar year of such termination, with such amount to be paid on the sixty (60) day anniversary of such termination; (v) the Termination Date Equity Benefits; and (vi) the COBRA Payment, which shall be paid on the sixty (60)-day anniversary of such termination. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits. Notwithstanding the foregoing and as set forth in this paragraph, upon Executive’s material breach of, and failure to cure if applicable, any provision of the Non-Interference Agreement, the payments and benefits described in clauses (ii) - (vi) above shall immediately terminate, or to the extent they have already been received, become repayable by Executive (the “Repayment Obligations”). The Company will provide Executive with written notice detailing the act(s) that constitute the grounds for the material breach of the Non- Interference Agreement (the “Non-Interference Notice”). Executive shall provide written notice to the Company (the “Cure Notice”) within fifteen (15) days of receipt of the Non- Interference Notice (the “Cure Notice Period”) as to whether he believes the material breach is capable of being cured. If Executive does not challenge that the material breach has occurred or does not provide a Cure Notice to the Company within the Cure Notice Period, the payments and benefits described in clauses (ii) - (vi) above shall immediately cease and the Repayment Obligations shall become repayable within thirty (30) days (a) after the expiration of the of the Cure Notice Period; or (b) if a Cure Notice is provided within the Cure Notice Period, upon the expiration of thirty (30) days after the end of the Cure Notice Period if Executive has failed to cure the material breach. If Executive challenges that the material breach has occurred or the Company challenges that the material breach has been cured, the parties shall be entitled to seek a determination by a court consistent with the terms of Section 10(a) of the Non-Interference Agreement on the issues of whether Executive has committed a material breach and, if so, whether such breach has been cured. The parties agree that the prevailing party shall be entitled to an award of legal fees, costs and expenses reasonably incurred by the prevailing party in connection with the court proceeding and any subsequent appeals. If the court determines, in a final judgment, that Executive committed a material breach and that such material breach has not been cured, the payments and benefits described in clauses (ii) - (vi) above shall immediately cease and the Repayment Obligations shall become repayable within thirty (30) days of the court order in favor of the Company (to the extent such Option does obligations are not become vested stayed pending any appeals), and the court shall retain jurisdiction to finally resolve issues relating to the award of legal fees, costs and expenses reasonably incurred by the Company as the prevailing party. If the court determines, in accordance with Section 4(ea final judgment, that Executive has not committed a material breach, or that he did commit a material breach which has been cured, the payments and benefits described in clauses (ii) - (vi) above on or prior to such three (3)-month anniversary) or any expiration date that would apply shall continue to the Option had Executive remained employed extent not previously paid, together with any arrearages due with interest to be determined by the Company. Notwithstanding court (to the foregoingextent such obligations are not stayed pending any appeals), upon any breach and the court shall retain jurisdiction to finally resolve issues relating to the award of legal fees, costs and expenses reasonably incurred by Executive of any of as the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforprevailing party.

Termination by the Company Without Cause. If, during (Other Than Due to Disability or Death) or by the Term, Employee for Good Reason. (i) If the Employee’s employment with the Company terminates Executive’s employment without and its affiliates, as applicable, hereunder is terminated by (A) the Company for any reason other than (1) Cause, upon Executive(2) Disability or (3) the Employee’s “separation from service” from death or (B) the Company (within Employee for Good Reason, then in addition to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”)Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and conditioned upon Executive7 and the Employee’s timely execution and non-revocation delivery of a general release of claims substantially against the Company and its affiliates in a form acceptable to the form attached hereto as Exhibit A Company (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled on or prior to receive the payments and benefits set forth below: sixtieth (i60th) The Company shall continue to pay to Executive his then-current Base Salary (day following the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary date of the Termination Date (Employee’s termination of employment and his non-revocation of such Release within the “Severance Period”). The time period provided therein, the Company shall pay the Severance Employee (x) an amount equal to the Annual Bonus, if any, earned for the Bonus Year in substantially which the date of termination of employment occurs which bonus would otherwise be payable to the Employee if his employment had not terminated (as determined following the end of such Bonus Year based on the actual full-year performance of the Company in such Bonus Year), multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (to the extent applicable, the “Pro-Rata Bonus”), which amount is payable in accordance with Section 3(b), (y) an amount equal to the sum of (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, paid or earned, but not yet paid, in respect of the Bonus Year immediately preceding the year of termination, which amount is payable in equal installments in accordance with the Company’s normal payroll usual payment practices during over a twelve (12) month period commencing on the day immediately following the date of termination (such period, the “Severance Period”) and (z) an amount equal to one and a half (1.5) times the Company’s cost of providing, for 12 months, coverage for the Employee and his dependents under the Company’s group health plan(s) at the applicable premium rate in effect at the time of the Employee’s termination of employment, which amount is payable in equal installments in accordance with the Company’s usual payment practices over the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following Company shall have the Termination Date, (x) any unpaid portion of right to cease making such payments and the Severance shall cease to be payable and Employee shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid obligated to Executive on or after the date of repay any such breach shall be repaid by Executive amounts to the Company immediately upon demand thereforalready paid if the Employee fails to execute and deliver the Release within the time period provided above or, after timely delivery, the Employee revokes it within the time period specified in such Release. (ii) For purposes of this Agreement, “Cause” means: (A) the Employee’s willful and continued failure substantially to perform the Employee’s duties (other than as a result of incapacity due to physical or mental illness), provided the Employee does not cure such failure within 15 days after receipt from the Company of written notice of such failure; (B) the Employee’s negligence or willful misconduct in the course of the Employee’s employment with the Company and its affiliates, as applicable, that the Board in good faith in its reasonable discretion determines has a material and adverse effect on the Company and its affiliates; (C) the Employee’s indictment of, conviction of, or plea of nolo contendere to (1) a misdemeanor involving moral turpitude or (2) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States); (D) the Employee’s material breach of this Agreement, including without limitation the provisions of Sections 6 and 7, provided the Employee does not cure such failure within 15 days after receipt from the Company of written notice of such failure; (E) the Employee’s violation of Company policies that the Board in good faith in its reasonable discretion determines has a material and adverse effect on the Company and its affiliates; (F) the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its affiliates; or (G) the Employee’s use of alcohol or drugs that either interferes with the performance of the Employee’s duties hereunder or adversely affects the integrity or reputation of the Company or its affiliates, their employees or their products or services, as determined by the Board in good faith in its reasonable discretion. (iii) For purposes of this Agreement, “Good Reason” means, without the Employee’s consent:

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon Executive’s “separation from service” from receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (within other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the meaning date of Section 409A such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Internal Revenue Code Company, but in no event later than the date that is 2½ months following the last day of 1986the fiscal year in which such termination occurred; (iii) Subject to achievement of the applicable performance objectives for the fiscal year of the Company in which Executive’s termination occurs, as amended determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, such amount to be paid at the same time it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 2½ months following the last day of the fiscal year of the Company in which such termination occurred; (iv) So long as Executive has executed and not revoked the Release of Claims attached as Exhibit B to this Agreement and Executive continues to abide by the terms of the CIAA, the continued payment of Executive’s monthly Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices (the “CodeSeverance Payments”)) . It is expressly acknowledged and agreed that the first installment of the Severance Payments shall be consideration for the covenants and agreements set forth in the Release of Claims (a “Separation from Service” and, the date of any such Separation from Servicefirst installment, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “ReleaseRelease Payment”) and all future Severance Payments are conditioned upon Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below:CIAA. (iv) The Company shall continue Notwithstanding any provision to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance contrary in substantially equal installments in accordance with any stock option agreement or any equity plan maintained by the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option all stock options held by Executive as of the Termination Date date of Executive’s termination of employment shall remain outstanding exercisable until the earlier to occur of (a) the expiration date of such stock option and (b) the twelve (12) month anniversary of Executive’s termination; and (vi) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to (1) Company’s obligations under the American Rescue Plan Act of 2021 and (2) Executive’s election of COBRA continuation coverage under the Company’s group health plan and Executive’s payment of all COBRA continuation coverage insurance premiums, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will reimburse Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost; provided, that the payments pursuant to this clause (vi) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to vest upon receive any health benefits, including through a spouse’s employer, during the occurrence Severance Term and/or if the Company determines that Executive is in violation of Executive’s obligations under the Confidentiality and Invention Assignment Agreement attached hereto as Exhibit A. If the Company determines that Executive is in violation of Executive’s obligations under the Confidentiality and Invention Assignment Agreement attached hereto as Exhibit A then Company’s reimbursement of such COBRA premiums shall cease immediately. If Executive becomes eligible to receive any health benefits, including through a Change in Control (in accordance with Section 4(e) above) and spouse’s employer, during the Severance Term, Executive shall automatically terminate on be required to notify Company of such within 15 days of Executive obtaining such alternate health insurance coverage. Upon receipt of such notification, Company shall cease providing Executive any further reimbursement of COBRA premiums. For purposes hereof, the earlier “applicable percentage” shall be the percentage of Executive’s health care premium costs covered by the Company as of the three (3)-month anniversary date of termination. Amounts paid by the Termination Date (Company will be taxable to the extent such Option does not become vested in accordance with required to avoid adverse consequences to Executive or the Company under either Section 4(e105(h) above on of the Code or prior to such three (3)-month anniversary) or the Patient Protection and Affordable Care Act of 2010. At the end of the Severance Term, Executive shall receive no further reimbursement from the Company of any expiration date COBRA continuation coverage insurance premiums that would apply to Executive pays for the Option had duration of the COBRA continuation period that Executive remained employed with may be eligible for under applicable state and federal law. So long as Executive has received the Company. Notwithstanding Release Payment, notwithstanding the foregoing, upon the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that the Company determines that Executive has breached any breach by Executive of any provision of the Restrictions on CIAA. Executive agrees that in the event the Company has determined that Executive has breached the CIAA and Company has ceased making Severance Payments, that so long has Executive has received the Release Payment, the Release of Claims attached as Exhibit B hereto shall remain in full force and effect notwithstanding the cessation of Severance Payments by Company. For the avoidance of doubt, the cessation of Severance Payments by Company as a result of the Company’s determination that the Executive is in breach of the CIAA shall in no way impact the enforceability of the CIAA or following otherwise relieve Executive from the Termination Dateduties and obligations thereunder. Following such termination of Executive’s employment by the Company without Cause, (x) except as set forth in this Section 8(d), Executive shall have no further rights to any unpaid portion compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforBenefits.

Termination by the Company Without Cause. If(a) The Company may terminate the Executive’s employment at any time, during for whatever reason it deems appropriate or without reason; provided, however, that in the Termevent that such termination is not pursuant to Section 6.1 (Death); 6.2 (Disability); 6.3 (Due Cause); 6.5 (Voluntary Termination); or 6.6 (Retirement), the Company terminates Executive’s employment without Causeshall pay to the Executive the Base Salary (at the annual rate then in effect) and vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, upon Executive’s “separation from service” from if applicable). (b) In addition to the payments described in Section 6.4(a), the Company shall pay to the Executive on the date that is six (within 6) months and one day after the meaning of Section 409A Termination Date, a lump sum in an amount equal to eighteen (18) months of the Internal Revenue Code of 1986, as amended monthly Base Salary (at the “Code”)annual rate in effect immediately prior to termination) and the Additional Bonus Payment (a “Separation from Service” and, the date of any such Separation from Servicecollectively, the “Severance Payment”). In addition, the Company shall, for eighteen (18) months following the Termination Date,(i) reimburse the Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for all other benefits granted to the Executive in Sections 3.4, 3.7 and 5.1, each at levels substantially equivalent to those provided by the Company to the Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s Termination Date”). The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to and conditioned upon liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the Executive’s timely execution Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Except as otherwise provided in this Agreement, the rights and non-revocation benefits of a general release the Executive or his transferee under the benefit plans and programs of claims substantially the Company shall be determined in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance accordance with the provisions of such plans and programs. (c) Notwithstanding Section 7 below (the “Restrictions”6.4(b), Executive will be entitled to receive in the payments and benefits set forth below: event that (i) The the Executive is not a Specified Employee, then the Company shall continue to pay to the Executive his thenthe Severance Payment within forty-current Base Salary five (the “Severance”45) during the period commencing on days from the Termination Date and ending on the four six (4)-month anniversary of the Termination Date (the “Severance Period”). The Company 6) month delay for reimbursements shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; providedcease to apply, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and or (ii) (A) If the Termination Date Executive is a Specified Employee and the death of the Executive occurs within two six (26) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or months following the Termination Date, (x) the Company shall pay to the Executive’s estate any unpaid portion of the Severance shall cease amounts due to be payable paid to the Executive pursuant to Section 6.4(b) within forty-five (45) days following the Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the death of the Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be forfeited liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 6.4(b) unless the Executive has first duly and timely executed (and not revoked) the Release; provided, however, that, in the event of any change in any applicable law (or interpretation thereof), the Release shall be subject to reasonable modification by Executive upon such breach, (y) any unexercised portion the parties so as to preserve the intent of the Option shall be immediately forfeited, and (z) any Severance amounts paid parties with respect to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforRelease.

Termination by the Company Without Cause. If, during the Term, the The Company terminates may terminate Executive’s employment at any time without Cause, effective upon Executive’s “separation from service” from receipt of written notice of such termination. In the event Executive’s employment is terminated by the Company without Cause (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject other than due to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”death or Disability), Executive will shall be entitled to receive the payments and benefits set forth belowto: (i) The Company Accrued Obligations and all Restricted Stock Awards shall continue be 100% vested; (ii) An amount equal to pay one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; and (iv) Payment for his then-current Base Salary (benefit towards the “Severance”) during cost of health continuation coverage of an amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company’s health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period commencing on the Termination Date and ending on the four (4)-month anniversary expiration of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Restricted Period; provided, that no Severance payments shall be made if prior to the date on which expiration of the Release becomes effective and irrevocable, and if the aggregate period during which Restricted Period Executive is entitled eligible to consider and/or revoke the Release spans two (2) calendar yearsreceive health insurance benefits from a subsequent employer, no payments under this Section 6(b)(isubsection (iv) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive cease as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforbecomes eligible.

Termination by the Company Without Cause. IfIf Employee’s employment hereunder is terminated by the Company without Cause (and not due to Employee’s death or Disability or due to the issuance of a non-extension by the Company pursuant to Section 2.1) pursuant to Section 2.2(c) above, during and such termination does not occur within a Corporate Change Period then all compensation and all benefits to Employee hereunder shall terminate contemporaneously with the Termeffective date of the termination of his employment, except that the Company shall pay to Employee that portion of Employee’s Base Salary accrued through the date on which Employee’s employment terminated and all benefits payable under the governing provisions of any benefit plan or program of the Company in which Employee participated. In addition, subject to Section 5.7 below, the Company terminates Executiveshall provide Employee: (a) an amount equal to 90% of Base Salary, multiplied by a fraction, the numerator of which is the number of days Employee was employed by the Company in the calendar year of Employee’s termination, and the denominator of which is 365, which amount shall be paid on the later of the first business day after the Release is no longer revocable or the payment date that an Annual Bonus for the year of termination otherwise would have been payable pursuant to Section 3.2 above had Employee’s employment without Causenot terminated (provided, upon Executive’s that, in no event shall such payment occur later than the date necessary to qualify such payment as a “separation from serviceshort-term deferral” from the Company (within the meaning of Section 409A Treas. Reg. § 1.409A-1(b)(4)); (b) continued payment of Employee’s monthly Base Salary, in arrears, for a period of 24 months following the Internal Revenue Code date of 1986termination; provided, as amended however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “CodeFirst Payment Date”)) (a “Separation from Service” andand shall include all payments, if any, without interest, that would have otherwise been made pursuant to this Section 5.4(b) between the date of any such Separation from Service, Employee’s termination of employment and the “Termination First Payment Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (iic) (A) If for that period beginning on the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective termination of Employee’s employment and irrevocable); and (B) if for so long during the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then36-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or month period following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of termination that Employee remains eligible to receive, and elects to receive, continuation of coverage under a Company group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall provide reimbursement of the premiums paid by Employee, if any, for such continuation coverage; provided, however, that to receive such reimbursement, Employee must not be eligible to receive health insurance benefits under any such breach other employer’s group health plan and Employee must provide Company with documentation evidencing his payment of the applicable premiums within thirty (30) days of their payment. The Company’s payments of COBRA reimbursements shall be repaid by Executive to made within thirty (30) days of its receipt of such documentation; provided, however, the Company immediately upon demand thereforwill provide the first COBRA reimbursement referenced in this Section 5.4(c) after the Release has been executed by Employee and become irrevocable, and the first such reimbursement payment shall include all payments, without interest, that otherwise would have been made pursuant to this Section 5.4(c) between the date of Employee’s termination of employment and the date that the Release became irrevocable.

Termination by the Company Without Cause. IfThe Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurred; (iii) Annual Bonus for the fiscal year of termination, pro-rated for the period of service in the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid had such termination not occurred, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that to the extent that the applicable Company terminates Executive’s employment without Cause, upon Executive’s health plan is self-insured and Employee qualifies as a “separation from servicehighly compensated individual” from the Company (within the meaning of Section 409A 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation such continuation of benefits shall be provided on a general release fully taxable basis, based on 100% of claims substantially the monthly premium cost of participation in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled self-insured plan less any portion required to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) by Employee pursuant to clause (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following Severance Term shall expire, the Termination Datepayments and benefits described in clauses (ii), (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breachiii), (y) any unexercised portion of the Option shall be immediately forfeitediv), and (zv) any Severance amounts paid to Executive on or after the date of any such breach above shall be repaid by Executive to immediately terminate, and the Company immediately upon demand thereforshall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 4 hereof. Fallowing such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 3(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. If, during (a) The Company shall have the Term, right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.4 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, upon Executive’s Cause and provided that such termination constitutes a “separation from service” from the Company (within the meaning of as defined under Treasury Regulation Section 409A of the Internal Revenue Code of 19861.409A-1(h), as amended (the “Code”)) (without regard to any alternative definition thereunder, a “Separation from Service” ”), then Executive shall be entitled to receive the Accrued Obligations (defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions (the “Severance”), paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter, plus medical health insurance reimbursement for this 12 month period. All unvested options, grants, or any other benefits shall vest immediately at time of termination. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to Section 6.1(b) of this Agreement if: (i) by the 60th day following the date of any such Executive’s Separation from Service, he has signed and delivered to the “Termination Date”)Company an effective, subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in favor of the Company and its affiliates and representatives, in a form attached hereto as Exhibit A acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) and if he holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s continued compliance termination date (or such other date as requested by the Board); (iii) he returns all Company property; (iv) he complies with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 7 below 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance will not be made or begin until the later calendar year. (the d) For purposes of this Agreement, “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: Accrued Obligations” are (i) The Company shall continue to pay to Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments payable in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocablestandard expense reimbursement policies, and if the aggregate period during (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following was a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (participant in accordance with Section 4(e) above) applicable law and shall automatically terminate on the earlier provisions of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoingplan, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable including accrued vacation and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforpersonal days.

Termination by the Company Without Cause. If, during Company shall have the Termright to terminate Executive's employment hereunder "without cause" by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such notice. In the event of such termination, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: shall (i) The Company shall continue to pay to Executive his then-current unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (the “Severance”ii) during pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the Termination Date date following the date of termination and ending on the four date which is six (4)-month anniversary 6) months following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Termination Date (Annual Bonus that would otherwise have been payable to Executive for the “Severance Period”). The Company shall pay the Severance Fiscal Year in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective termination occurs, determined in the same manner and irrevocablepayable at the same time as such Annual Bonus would otherwise have been payable had Executive's employment not terminated, and if with such pro-ration to be determined based on the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning number of the second (2nd) such calendar year months (and any payments otherwise payable prior thereto fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (if anyiv) shall instead be paid on to the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following extent then unvested, cause to become vested a Change in Control, one hundred percent (100%) of any thenpro-unvested rata portion of the Option (awards granted to the extent then-outstanding) will vest and become exercisable upon Executive, equal to the effectiveness quotient of the Release (number of full months that have transpired between the Effective Date and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of termination, divided by 36, provided, however, that without limiting any such breach other remedy available hereunder, all obligations described in this Section 8.1 shall be repaid by immediately terminate upon a judge's determination that Executive to has breached the Company immediately upon demand thereforprovisions of Section 6 or 7 hereof.

Termination by the Company Without Cause. If, during (Other Than Due to Disability or Death) or by the Term, Employee for Good Reason. (i) If the Employee’s employment with the Company terminates Executive’s employment without and its affiliates, as applicable, hereunder is terminated by (A) the Company for any reason other than (1) Cause, upon Executive(2) Disability or (3) the Employee’s “separation from service” from death or (B) the Company (within Employee for Good Reason, then in addition to the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”)Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and conditioned upon Executive7 and the Employee’s timely execution and non-revocation delivery of a general release of claims substantially against the Company and its affiliates in a form acceptable to the form attached hereto as Exhibit A Company (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled on or prior to receive the payments and benefits set forth below: sixtieth (i60th) The Company shall continue to pay to Executive his then-current Base Salary (day following the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary date of the Termination Date (Employee’s termination of employment and his non-revocation of such Release within the “Severance Period”). The time period provided therein, the Company shall pay the Severance Employee (x) an amount equal to the Annual Bonus, if any, earned for the Bonus Year in substantially which the date of termination of employment occurs which bonus would otherwise be payable to the Employee if his employment had not terminated (as determined following the end of such Bonus Year based on the actual full-year performance of the Company in such Bonus Year), multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (to the extent applicable, the “Pro-Rata Bonus”), which amount is payable in accordance with Section 3(b), (y) an amount equal to the sum of (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, paid or earned, but not yet paid, in respect of the Bonus Year immediately preceding the year of termination, which amount is payable in equal installments in accordance with the Company’s normal payroll usual payment practices during over a twelve (12) month period commencing on the day immediately following the date of termination (such period, the “Severance Period”) and (z) an amount equal to one and a half (1.5) times the Company’s cost of providing, for 12 months, coverage for the Employee and his dependents under the Company’s group health plan(s) at the applicable premium rate in effect at the time of the Employee’s termination of employment, which amount is payable in equal installments in accordance with the Company’s usual payment practices over the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following Company shall have the Termination Date, (x) any unpaid portion of right to cease making such payments and the Severance shall cease to be payable and Employee shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid obligated to Executive on or after the date of repay any such breach shall be repaid by Executive amounts to the Company immediately upon demand thereforalready paid if the Employee fails to execute and deliver the Release within the time period provided above or, after timely delivery, the Employee revokes it within the time period specified in such Release. (ii) For purposes of this Agreement, “Cause” means: (A) the Employee’s willful and continued failure, following written notice from the Company, substantially to perform the Employee’s duties (other than as a result of incapacity due to physical or mental illness); (B) the Employee’s negligence or misconduct in the course of the Employee’s employment with the Company and its affiliates, as applicable, that the Board in good faith in its reasonable discretion determines has a material and adverse effect on the Company and its affiliates; (C) the Employee’s indictment of, conviction of, or plea of nolo contendere to (1) a misdemeanor involving moral turpitude or (2) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States); (D) the Employee’s material breach of this Agreement, including without limitation the provisions of Sections 6 and 7; (E) the Employee’s violation of Company policies that the Board in good faith in its reasonable discretion determines has a material and adverse effect on the Company and its affiliates; (F) the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its affiliates; or (G) the Employee’s use of alcohol or drugs that either interferes with the performance of the Employee’s duties hereunder or adversely affects the integrity or reputation of the Company or its affiliates, their employees or their products or services, as determined by the Board in good faith in its reasonable discretion. (iii) For purposes of this Agreement, “Good Reason” means, without the Employee’s consent:

Termination by the Company Without Cause. If, during If the Term, the Company terminates Executive’s employment is terminated by the Company without CauseCause as provided in Section 3(d), upon Executive’s “then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation from service” from agreement that includes 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”) and, if applicable, the expiration of the seven-day revocation period for the Release within 60 days after the meaning Date of Termination: (i) the Company shall pay the Executive an amount equal to the sum of (A) one times the Executive’s Base Salary and (B) one times the Executive’s target incentive compensation for the then 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 twelve (12) months commencing within 60 days after the Date of 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. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (, each installment payment is considered a “Separation from Service” andseparate payment. Notwithstanding the foregoing, if the date Executive breaches any of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of contained in Section 7 below (the “Restrictions”)of this Agreement, Executive will be entitled to receive the all payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company Amount shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year)immediately cease; and (ii) if the Executive was participating in the Company’s group health plans immediately prior to the Date of Termination and elects COBRA continuation coverage, then the Company shall pay the same portion of premiums that it pays for active employees for the same level of group health coverage as in effect for the Executive on the Date of Termination (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of including for any then-unvested portion covered spouse or eligible dependents) until the earliest of the Option following: (to i) the extent then-outstandingtwelve (12) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month month anniversary of the Termination Date of Termination; (to ii) the extent such Option does not become vested in accordance with Section 4(eExecutive’s eligibility for group health coverage through other employment; or (iii) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with end of the CompanyExecutive’s eligibility under COBRA for continuation coverage for health care. Notwithstanding the foregoing, upon if the Company determines at any breach by time that its payments pursuant to this paragraph may be taxable income to the Executive, it may convert such payments to payroll payments directly to the Executive of any of on the Restrictions on or following the Termination DateCompany’s regular payroll dates, (x) any unpaid portion of the Severance shall cease to be payable and which shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, subject to tax-related deductions and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforwithholdings.

Termination by the Company Without Cause. IfThe Company may, during at any time and without prior written notice, terminate the Term, Executive without Cause. In the Company terminates event that the Executive’s employment with the Company is terminated without Cause, upon Executive’s “separation from service” the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the meaning Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and all regulations, guidance, and other interpretative authority issued thereunder (a collectively, “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “ReleaseSection 409A”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: (i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the latter such calendar year)date the Release becomes effective, or Section 23 below; and (ii) (A) If provided that the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (first payment shall include all amounts that would have been paid to the extent then-outstanding) will vest and become exercisable upon Executive if payment had commenced on the effectiveness Date of Termination. The Executive agrees that the Release (and shall, following such termination, remain outstanding and eligible to vest on such date Company shall have a right of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior offset against all severance payments for amounts owed to the occurrence Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of a Change in Controlthis Agreement, one hundred percent (100%) of any then-unvested portion of or except as required by law, all benefits provided by the Option held by Company to the Executive under this Agreement or otherwise shall cease as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand thereforTermination.

Termination by the Company Without Cause. If, during Company shall have the Termright to terminate Executive’s employment hereunder “without cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such notice. In the event of such termination, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below: shall (i) The Company shall continue to pay to Executive his then-current unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (the “Severance”ii) during pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the Termination Date date following the date of termination and ending on the four date which is six (4)-month anniversary 6) months following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Termination Date (Annual Bonus that would otherwise have been payable to Executive for the “Severance Period”). The Company shall pay the Severance Fiscal Year in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective termination occurs, determined in the same manner and irrevocablepayable at the same time as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, and if with such pro-rata portion to be determined based on the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning number of the second (2nd) such calendar year months (and any payments otherwise payable prior thereto fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (if anyiv) shall instead be paid on to the first regularly scheduled Company payroll date occurring in the latter such calendar year); and (ii) (A) If the Termination Date occurs within two (2) years following extent then unvested, cause to become vested a Change in Control, one hundred percent (100%) of any thenpro-unvested rata portion of the Option (awards granted to the extent then-outstanding) will vest and become exercisable upon Executive, equal to the effectiveness quotient of the Release (number of full months that have transpired between the Effective Date and shall, following such date of termination, remain outstanding and eligible to vest on such date divided by 36, provided, however, that without limiting any other remedy available hereunder, all obligations described in this Section 8.1 shall immediately terminate upon a judge’s determination that Executive has breached the provisions of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of the Termination Date (to the extent such Option does not become vested in accordance with Section 4(e) above on 6 or prior to such three (3)-month anniversary) or any expiration date that would apply to the Option had Executive remained employed with the Company. Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, (x) any unpaid portion of the Severance shall cease to be payable and shall be forfeited by Executive upon such breach, (y) any unexercised portion of the Option shall be immediately forfeited, and (z) any Severance amounts paid to Executive on or after the date of any such breach shall be repaid by Executive to the Company immediately upon demand therefor7 hereof.