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

Termination by the Company Without Cause. a. At any time during the Term, the Company may terminate this Agreement and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occurs.

Termination by the Company Without Cause. a. At any time during the TermIf following a Change of Control, the Company may terminate this Agreement and Employeeduring the Protected Period terminates the Executive’s employment with without Cause, or the Executive terminates his employment for Good Reason, the Executive shall, subject to Section 4.2 hereof, be entitled to the following: (a) In addition to sums payable under Section 4.4, an amount equal to two times the sum of (a) the Executive’s annual base salary in effect for the fiscal year in which the Date of Termination occurs and (B) the Target Bonus. The Company without cause for any reason or shall pay such amount in a lump sum no reason by notifying Employee in writing later than 10 days following the Date of Termination. (b) Until the second anniversary of the Company’s intent to terminateDate of Termination, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at provide Group Benefits to the close Executive commensurate with those provided to the Executive immediately prior to the Date of business on Termination (with the termination date specified in Executive to pay any portion of an insurance premium that the Company’s notice. b. Upon termination Executive paid prior to the Date of Employee’s employment Termination) or, alternatively, the Company shall reimburse the out-of-pocket costs incurred by the Company without cause other than within six (6) months before Executive to obtain commensurate benefits, including a gross-up payment to offset the income tax consequences of such reimbursement; provided, that if Executive is provided some or within two (2) years after all of his Group Benefits by a Change in Control (a “Window Period”)subsequent employer, the Company’s obligation hereunder shall be limited to pay 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 provide Employee compensation provided further, that Executive shall submit all benefit claims and benefits requests for reimbursement hereunder timely so that all payments due under this Agreement 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 immediately terminate, except: (a) be paid no later than the Company shall pay Employee that portion end of his or her Annual Base Salary, at the rate then year following the year in effect, which shall have been earned through the termination date; (b) Executive remits the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before taxes to the termination date; and applicable taxing authority. (c) in additionContinuation 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 shall pay Employee severance compensation after employees. (d) Automatic acceleration of the termination vesting of employment equal all stock options, restricted stock or restricted stock units granted to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment Executive by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which Date of Termination. To the Change extent this Section 4.1(d) changes the terms of stock options, restricted stock or restricted stock units held by the Executive now or in Control occursthe future in a manner that is beneficial to the Executive, this Section 4.1(d) shall be deemed to be an amendment to the agreement between the Company and the Executive setting forth the terms of such awards and shall form a part of such agreement.

Termination by the Company Without Cause. a. At any time during the Term, the The 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 the following, subject to adjustment under Section 8(i) below: (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, but in no event later than two and one-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 fiscal year during which such termination occurs, such amount to be payable in substantially equal installments during the Severance Term, in accordance with the Company’s regular payroll 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 Agreement subsection (d) only, the delivery of a Notice of Non-Extension by the Company to Employee during the two (2) 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 Section 2 above, and Employee’s employment with the Company hereunder shall be deemed to have been terminated without cause for any reason or no reason by notifying Employee in writing Cause as of the Company’s intent to terminatedate of receipt of such notice. Notwithstanding the foregoing, specifying the payments and benefits described in such notice the effective termination datesubsections (ii) through (iv) above shall immediately cease, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified have no further obligations to Employee with respect thereto, in the Company’s notice. b. Upon event that Employee breaches any provision of Section 10 hereof. Following such termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change Cause, except as set forth in Control (a “Window Period”this Section 8(d), the Company’s obligation Employee shall have no further rights to pay and provide Employee any compensation and or any other benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employmentAgreement. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occurs.

Termination by the Company Without Cause. a. At any time during the TermThe Company may terminate your employment without Cause by giving you 14 days’ advance written notice of such termination; provided, however, the Company may terminate this Agreement and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing of elect to restrict your access to the Company’s intent to terminateoffices, specifying in such notice the effective termination dateemployees, customers, suppliers, properties, and this Agreement and Employee’s employment with Confidential Information during the Company shall terminate at 14-day notice period. In the close event of business on the a termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”)Cause hereunder, the Company’s sole obligation shall be to pay pay, maintain or reimburse you the items enumerated in (i) to (iii) below, which obligation shall be effective only upon your prior execution and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) delivery to the Company shall pay Employee that portion of his a release (and the expiration of any period during which you could lawfully revoke or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (brescind such release) of any and all claims by you against the Company shall and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide Employee such other payments to you the items enumerated below:  (i) The Company will pay you the earned but unpaid portion of your Basic Salary and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately any earned bonus for a bonus period that was completed prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended your employment (the “Internal Revenue CodeEarned Basic Salary”).  (ii) The Company will continue to pay you your Basic Salary for an additional six months after the date of termination of your employment (the “Severance Period”) minus any deductions required by law for taxes or otherwise (the “Salary Termination Benefit”). Any such payments will immediately end if (A) you are in violation of any of your obligations under this Agreement, including Sections 5, 6 and/or 7 hereof; or (B) the year of such Company, after your termination, and Employee is a “specified employee” within learns of any facts about your job performance or conduct that would have given the meaning of Internal Revenue Code section 409A(a)(2)(B)(iCompany Cause, as defined in Section 8(b), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of to terminate your employment.;  c. Upon termination of Employee’s employment (iii) If you were employed by the Company without cause during a Window Periodfor more than one-half of the number of days in the applicable bonus period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) then the Company shall will pay Employee that portion you a Pro-Rated Bonus (as defined below) if you are eligible under a bonus plan which is based on the financial performance of his or her Annual Base Salary, the Company and which is in effect at the rate then in effect, time of your termination but which shall have been earned through provides that you must be employed beyond the date of your termination date; (b) to earn the Company shall pay or provide Employee such other payments and benefitsbonus. Such Pro-Rated Bonus, if any, which will be paid at the same time and in the same form that other similarly situated Company employees are paid under the same bonus plan, except that your payment will be ratably reduced to reflect that you did not remain employed during the entire bonus period. The “Pro-Rated Bonus” means the bonus that would have accrued hereunder before been payable to you had you remained employed by the termination date; Company throughout the bonus period and (c) in additionbased on the actual performance of the Company for the entire bonus period, pro-rated by multiplying such amount by a fraction, the Company shall pay Employee within (30) numerator of which is the number of days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to during the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately bonus period which occurred prior to the date of your termination of employment, and the denominator of which is the number of days in the bonus period (e.g., 365 days for an annual bonus plan, 182.5 days for a semi-annual bonus plan, etc.). The Pro-Rated Bonus will not include any amount for a bonus plan, if any, that is based on which the Change in Control occurs.individual performance criteria. 

Termination by the Company Without Cause. a. At any time during In the Term, the Company may terminate this Agreement and event Employee’s employment with GNA (or its successor) is terminated without “cause”, then, provided that such termination of employment constitutes a “separation from service” with the Company without cause as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto (a “Separation from Service”), and provided further that Employee executes and does not revoke a general release of claims substantially in the form attached hereto as Exhibit A, as may be amended from time to time by the Company, within thirty days following the Date of Termination, Employee shall receive (i) 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 any reason periods subsequent to Employee’s Date of Termination, payable in accordance with GNA’s (or no reason by notifying Employee its successor’s) regular payroll schedule; and (ii) a pro rated bonus in writing of accordance with the Company’s intent to terminate, specifying bonus plan based on the portion of time that Employee worked during the year in such notice which the effective termination date, and this Agreement Date of Termination occurs and Employee’s employment with salary as of the Company shall terminate at Date of Termination, payable when bonuses would normally be paid, but no earlier than January 1 and no later than December 31 of the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times year with respect to which the maximum amount that may bonus is earned. Any payments required to be taken into account under a qualified plan made pursuant to section 401(a)(17this Section 5.b. prior to the thirtieth (30th) day following the Date of the Internal Revenue Code of 1986, as amended Termination (the “Internal Revenue CodeFirst Pay Date”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a single lump sum on the first regularly scheduled payroll date that is six months on or following the termination of employmentFirst Pay Date. ” c. Upon termination of Employee’s employment Termination by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the for Cause. The Company shall pay Employee that portion of his or her Annual Base Salarymay, at any time and without notice, terminate the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursfor “cause.”

Termination by the Company Without Cause. a. At (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 may terminate this Agreement and Employee’s employment shall have no further obligation to pay any Base Salary to Executive. In the event of such termination, except as provided in Section 6.8 with the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent respect to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six twenty-four (624) months before or within two (2) years after a Change in Control (a “Window Period”Control, Executive shall be entitled to the payments and benefits described in Section 6.5(b), the Company’s obligation contingent upon executing and returning to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company (and not revoking) a release of claims in substantially the form attached hereto as Exhibit A within the time permitted by the Company (which permitted time period shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; not be less than twenty-one (21) days). (b) Within the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before later of (x) fifteen (15) days following the termination date; Effective Date of Termination and (cy) in additioneight (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 Employee severance compensation after the termination of employment to Executive a lump sum cash payment equal to (i) two (2) times the Employeesum of (A) Executive’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior 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 termination Executive’s Target Annual Bonus for a period of one the year following the date of termination based on service from commencement of employmentthe 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, if that Executive shall be considered for such severance compensation exceeds two times purpose to have been employed at the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) end of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) calendar year in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following which the termination of employment. c. Upon termination of Employee’s employment occurred. Any LTIP Awards not covered by Section 6.1 above will be treated in accordance with the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate LTIP as then in effect. The entitlement of Executive to benefits under any benefit program, which policy or plan described in Section 5.1 hereof shall have been earned through be determined in accordance with the termination dateprovisions of such program, policy or plan; (b) provided, however, that, subject to the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in additionlast sentence of this Section 6.5, the Company shall pay Employee within provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date of Termination for twenty-four (3024) days months following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product Effective Date of three (3) multiplied by Termination at the Employee’s Annual Base Salary same coverage level as in effect immediately prior as of the Effective Date of Termination, but subject to such modifications as shall be established for executives of the date on 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 Change Company shall reimburse Executive for the cost of such continued coverage at the same coverage level as in Control occurseffect as of the Effective Date of Termination subject to such modifications as shall be established for executives of the Company in the same or similar positions to that of Executive.

Termination by the Company Without Cause. a. At any time during the Term, the Company may terminate this Agreement and Employee’s employment with the Company without cause by Executive for any reason Good Reason or no reason by notifying Employee in writing of due to the Company’s intent to terminateNon-Renewal of the Term. Notwithstanding any other provision of this Agreement, specifying in such notice the effective termination date, and Executive’s employment under this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment may be terminated either (i) by the Company without cause other than within six Cause by delivery of advance written notice to Executive, (6ii) months before by Executive for Good Reason, as defined below in Section 3.6.3, at any time or within two (2iii) years after a Change in Control (a “Window Period”), due to the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminatenon-renewal of the Term, except: (a) as set forth in Section 1.1. Any notice of termination by the Company without Cause shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the effect termination date; thirty (b30) days after the Company gives written notice to Executive of such termination; provided that Executive may choose a termination date at any time between the date of notice and the stated effective date of termination, in which case termination shall pay or provide Employee such other payments be effective as of, and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i)employment shall be, the severance compensation date chosen by Executive; provided further that Executive shall only receive Base Salary and benefits, less applicable withholdings, which amounts shall be paid in a lump sum on accordance with the Company’s regular payroll practices, through the earlier termination date chosen by Executive. The Company shall also have the right during the period between the date that is six months following of the notice of termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window PeriodCause and the stated effective date of resignation, or any part of that period, to place Executive on leave, paying Base Salary and benefits to which Executive is entitled as set forth above, less applicable withholdings, which amounts shall be paid in accordance with the Company’s obligation regular payroll practices. During this leave period, if directed by the BoD, Executive shall not visit the Company’s premises or conduct any business on behalf of Company or hold himself out as an agent or representative of the Company. For avoidance of doubt, in the event that Executive chooses to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) shorten the time period between the date the Company gives written notice of termination and the effective date of termination, this shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the not be construed as a resignation by Executive (but will continue to be treated as a termination date; (b) by the Company without Cause). A termination for Good Reason shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before be effective on the termination date; and (c) in addition, date the Company shall pay Employee within receives a Good Reason Final Termination Notice (30as defined below in Section 3.6.3) days following such a from Executive. A termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal due to the product Company’s non-renewal of three the Term shall be effective on the expiration of the then-current Term and Executive’s Separation from Service (3as defined below in Section 3.7.2) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursthat date.

Termination by the Company Without Cause. a. At The Company shall have the right, at any time during time, to terminate the Term, the Company may terminate this Agreement and Employee’s employment with the Company without cause for any reason or no reason Cause by notifying Employee giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in writing lieu of notice. If the Company’s intent to terminate, specifying in such notice Company terminates the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”)Cause, the Company’s obligation to pay the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) any unpaid bonus earned in accordance with the Company shall pay Employee that portion then applicable bonus plan or program to the effective date of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination datetermination; and (cii) in addition, if the Employee has been employed by the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following at least twelve (12) months prior to the effective date of termination of employment; provided, however, if (and only in such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(ievent), the then severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product Employee’s then-current base salary for a period of three six (36) multiplied months. The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s Annual Base Salary receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in effect immediately prior clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on which the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Control occursSection 3 of this Agreement. In such case, Section 3 of this Agreement shall control.

Termination by the Company Without Cause. a. At any time during the TermNotwithstanding Section 2.3 above, the Company may shall have the right to terminate this Agreement and Employee’s employment with the Company without cause Cause, at any time, and for any reason or no reason by notifying at all, upon written notice to Employee, subject to the following: (a) If during the Term, Company terminates this Agreement and/or Employee’s employment and such termination is not a termination for Cause under Section 2.3 above, then Employee shall receive the following from the Company as severance (the “Severance Payment”): two-years’ base salary as set forth in writing Section 3.1 plus an amount equal to two-hundred percent (200%) of the targeted annual Incentive Compensation amount as set forth in Section 3.3 for the year of the termination (regardless of whether the targeted performance was achieved or exceeded). The Severance Payment shall be paid in substantially equal biweekly installments with the Company’s intent to terminate, specifying in such notice regular payroll over the two-year period (the “Severance Pay Period”) following the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times employment (provided that the maximum amount that initial an final payments may be taken into account a greater or lesser amount so as to conform with the Company’s regular payroll period). The Severance Payment will be subject to all applicable federal, state and governmental withholdings. The Severance Payment shall be subject to offset (but not below zero) by the amount of any base salary, short-term incentive compensation or cash compensation earned by Employee or to which Employee is entitled during the Severance Pay Period and which is actually paid to Employee (regardless of when any such amount is paid by a subsequent employer or by the Company): (i) from any subsequent employer following the termination of his employment with the Company, or (ii) from the Company under any Contingent Employment Agreement between the Company and Employee. In the event Employee obtains other employment before the end of the Severance Pay Period, Employee shall immediately notify the Company of such employment in writing. Employee expressly agrees that failure to immediately advise Company of Employee’s new employment shall constitute a qualified plan pursuant material breach of this Agreement, and Employee will forfeit all amounts paid or that otherwise would be paid by the Company under this subparagraph from the date of his new employment until the end of the Severance Pay Period. Employee shall immediately repay to section 401(a)(17the Company all amounts paid by the Company as a Severance Payment applicable to the period commencing on the date of his new employment or the date a change in control payment is made through the end of the Severance Pay Period. Notwithstanding such forfeiture, the remaining provisions of this Agreement shall remain in full force and effect. Employee agrees to furnish promptly to the Company all documentation required and/or reasonably requested by the Company to substantiate his new employment and all compensation and rights under his new employment. (b) Before receiving the Severance Payment set forth in Section 2.4(a) above, and as a condition to receiving the same, Employee shall sign and not revoke a release of any and all claims or potential claims against the Company which Employee has or may have, whether known or unknown, as of the date of the release. The release shall be in the form attached hereto as Exhibit A. (c) In order to facilitate compliance with Section 409A of the Internal Revenue Code Code, the Company and the Employee shall neither accelerate nor defer or otherwise change the time at which any payment due under this Section 2.4 is to be made and the Employee shall not be considered to have had a termination of 1986, as amended (employment until the “Internal Revenue Code”) in the year of such termination, and Employee is considered to have a “specified employee” had a separation from service within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occurs.Section 409A.

Termination by the Company Without Cause. a. At any time during the Term, the The Company may terminate this Agreement and EmployeeExecutive’s employment with at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without cause for Cause (other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Bonus in respect of any reason completed fiscal year or no reason by notifying Employee in writing quarter, as applicable, that has ended prior to the date of such termination, which amount shall be paid at such time bonuses are paid to other senior executives of the 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 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; (iv) An amount equal to the Base Salary, such amount to be paid in substantially equal payments during the Severance Term, and payable in accordance with the Company’s intent regular payroll practices; and (v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, payment, on the first regularly scheduled payroll date 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 event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv) and (v) above shall immediately terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified have no further obligations to Executive with respect thereto, in the Company’s notice. b. Upon event that Executive breaches any provision set forth in Section 9 hereof. Following such termination of EmployeeExecutive’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change Cause, except as set forth in Control (a “Window Period”this Section 7(e), the Company’s obligation Executive shall have no further rights to pay and provide Employee any compensation and or any other benefits under this Agreement shall immediately terminateAgreement. For the avoidance of doubt, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments Executive’s sole and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the exclusive remedy upon a termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window PeriodCause shall be receipt of the Severance Benefits; provided, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) that the Company shall pay Employee that portion reimburse Executive for reasonable, documented attorneys’ fees actually incurred in connection with the enforcement of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal this Agreement to the product of three (3) multiplied by the Employee’s Annual Base Salary extent Executive is successful in effect immediately prior such enforcement action, not to the date on which the Change in Control occursexceed $20,000.

Termination by the Company Without Cause. a. At any time during The Company shall have the Term, the Company may right to immediately terminate this Agreement and the Employee’s employment with the Company without cause Cause, at any time, and for any reason or no reason by notifying at all, subject to the following: (a) If the Company terminates this Agreement and the Employee’s employment and such termination is not a termination for Cause under Section 5.1, then the Employee shall receive the Accrued Amounts and a cash payment from the Company as severance (the “Severance Payment”) equal to six (6) months of Base Compensation as in writing effect at the time of the termination, subject to all applicable federal, state, local and other withholdings. The Severance Payment shall be paid in substantially equal installments with the Company’s intent to terminate, specifying in such notice regular payroll over the six (6) month period (the “Severance Pay Period”) following the effective date of termination date, of employment and this commencing on the first administratively practicable payroll date on or next following the date the Release Agreement becomes effective and fully irrevocable in accordance with Section 5.2(c) (provided that the initial and final payments may be a greater or lesser amount so as to conform with the Company’s regular payroll period); provided that any amounts that would be payable prior to the effectiveness of the Release Agreement (as defined below) shall be delayed until the Release Agreement is effective and fully irrevocable. (b) The Severance Payment will be subject to offset by the amount of any compensation earned by the Employee or to which the Employee is entitled during the Severance Pay Period (regardless of when any such amount is paid by a subsequent employer or by the Company): (i) from any subsequent employer following the termination of the Employee’s employment with the Company, or (ii) from the Company under any contingent employment agreement between the Company and the Employee. In the event the Employee obtains other employment before the end of the Severance Pay Period, the Employee shall terminate at immediately notify the close Company of business on such employment in writing. The Employee expressly agrees that failure to immediately advise Company of the termination date specified in the Company’s notice. b. Upon termination of Employee’s new employment shall constitute a material breach of this Agreement, and the Employee will forfeit all Severance Payment amounts paid or that otherwise would be paid by the Company without cause other than within six (6) months before or within two (2) years after under this Section 5 from the date of the Employee’s new employment until the end of the Severance Pay Period. The Employee shall immediately repay to the Company all amounts paid by the Company as a Change in Control (a “Window Severance Payment applicable to the period commencing on the date of the Employee’s new employment through the end of the Severance Pay Period”). Notwithstanding such forfeiture, the Company’s obligation to pay and provide Employee compensation and benefits under remaining provisions of this Agreement shall immediately terminate, except: (a) remain in full force and effect. The Employee agrees to furnish promptly to the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) all documentation required and/or reasonably requested by the Company shall pay or provide Employee such other payments to substantiate the Employee’s new employment and benefits, if any, which have accrued hereunder before all compensation and rights under the termination date; and Employee’s new employment. (c) Before receiving the Severance Payment set forth in additionSection 5.2(a), and as a condition to receiving the same, the Employee shall sign, and not revoke, a release of any and all claims or potential claims against the Company shall pay which the Employee severance compensation has or may have, whether known or unknown, as of the date of execution of the release by the Employee (the “Release Agreement”). The Company must provide the form of Release Agreement to the Employee within fifteen (15) days after the termination of employment equal to the Employee’s Annual Base Salary at separation from service and the rate Employee must sign the Release Agreement and provide it to the Company within twenty-one (21) days (or forty-five (45) days, if applicable under applicable law) after receiving it from the Company and not revoke such release during any applicable revocation period. The Release Agreement shall be in the form as determined by the Company, in its sole discretion. To the extent the Severance Payment is subject to Section 409A and the period for executing (and not revoking) the Release Agreement begins in one taxable year and ends in another taxable year, the Severance Payment shall not begin until the beginning of Annual Base Salary in effect immediately prior the second taxable year; provided that, the first installment payment shall include all amounts that would otherwise have been paid to termination for a the Employee during the period of one year following beginning on the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to termination and ending on the first payment date on which the Change in Control occursif no delay had been imposed.

Termination by the Company Without Cause. a. At any time by Executive Other than for Good Reason or due to Non-Renewal by the Company (and, in each instance, not due to Executive’s Death or Permanent Disability and Other than during the Term, the a Protected Period). The Company may terminate Executive’s employment under this Agreement without Cause at any time, and EmployeeExecutive may terminate Executive’s employment with the Company without cause under this Agreement for any reason reason, or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon all. Any termination of EmployeeExecutive’s employment by the Company without cause other than within six Cause shall be made by the provision of at least fourteen (614) months before or within two (2) years after a Change days’ prior written notice to Executive in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employmentaccordance with Section 4.2; provided, however, if such severance compensation exceeds two times that the maximum amount that may be taken into account under a qualified plan pursuant Company may, in its sole discretion, elect to section 401(a)(17) pay Executive for all or any part of the Internal Revenue Code notice period in lieu of 1986providing prior written notice, as amended (calculated based on the “Internal Revenue Code”) in the year annualized rate of Executive’s Effective Base Salary at such termination, and Employee is a “specified employee” within the meaning time. Any termination of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation Executive’s employment by Executive for any reason other than for Good Reason shall be paid made by the provision of at least thirty (30) days’ prior written notice to the Company in a lump sum on accordance with Section 4.2; provided, however, that if Executive has provided notice to the date that is six months following the Company of Executive’s termination of employment. c. Upon , the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the effective date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for Executive’s termination of Employee’s employment nor be construed or interpreted as a termination of employment by the Company without cause during Cause). Termination of Executive’s employment under this Agreement by the Company without Cause or as a Window Period, result of the Company’s obligation issuance of a Notice of Non-Renewal pursuant to pay Section 3.1 (and, in each instance, not due to Executive’s death or Permanent Disability and provide Employee compensation and other than during a Protected Period) will cause Executive to become eligible for the benefits specified in Section 4.3(b); termination of Executive’s employment under this Agreement shall immediately terminate, except: by Executive for any reason other than for Good Reason (aand not due to Executive’s death or Permanent Disability) will relieve the Company shall pay Employee that portion of his or her Annual Base Salaryany further liability to Executive other than the obligations specified in Section 4.3(a). For the avoidance of doubt, at the rate if Executive’s employment is terminated as a result of Executive’s issuance of a Notice of Non-Renewal pursuant to Section 3.1, then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such will be relieved of any further liability to Executive other payments and benefits, if any, which have accrued hereunder before than the termination date; and (c) obligations specified in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursSection 4.3(a).

Termination by the Company Without Cause. a. At If 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, 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 effective 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 time during benefit plan or program of the TermCompany in which Employee participated. In addition, subject to Section 5.7 below, the Company may terminate this Agreement shall 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 with not terminated (provided, that, in no event shall such payment occur later than the Company without cause date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); (b) continued payment of Employee’s monthly Base Salary, in arrears, for any reason or no reason by notifying Employee in writing a period of 18 months following the date of termination; provided, however, that the first such payment shall be made on the Company’s intent first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, without interest, that would have otherwise been made pursuant to terminate, specifying in such notice this Section 5.4(b) between the effective termination date, and this Agreement and date of Employee’s termination of employment with and the Company shall terminate at the close of business First Payment Date; and (c) for that period beginning on the termination date specified in of the Company’s notice. b. Upon termination of Employee’s employment by and for so long during the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a 18-month period of one year following the date of termination that Employee remains eligible to receive, and elects to receive, continuation of employmentcoverage 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, if that to receive such severance compensation exceeds two times the maximum amount that may reimbursement, Employee must not be taken into account eligible to receive health insurance benefits under a qualified any other employer’s group health plan pursuant to section 401(a)(17) and Employee must provide Company with documentation evidencing his payment of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” applicable premiums within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within thirty (30) days following of their payment. The Company’s payments of COBRA reimbursements shall be made within thirty (30) days of its receipt of such a termination ordocumentation; provided, if laterhowever, the Company will 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 a Change in Controlreimbursement payment shall include all payments, a lump sum severance payment in an amount equal without interest, that otherwise would have been made pursuant to this Section 5.4(c) between the product date of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to termination of employment and the date on which that the Change in Control occursRelease became irrevocable.

Termination by the Company Without Cause. a. At The Company may terminate Employee’s employment at any time during without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall be eligible for: (i) The Accrued Obligations; (ii) The Severance Benefits; (iii) At the end of the Severance Term, the Company may terminate this Agreement Retention Bonus Amount; and (iv) If such termination without Cause and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing Date of the Company’s intent to terminate, specifying in Termination occur within eighteen (18) months after a Sale Event (as such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified term is defined in the Company’s notice. b. Upon 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change Cause, except as set forth in Control (a “Window Period”this Section 7(d), the Company’s obligation Employee shall have no further rights to pay and provide Employee any compensation and or any other benefits under this Agreement shall immediately terminateAgreement. For the avoidance of doubt, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments Employee’s sole and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the exclusive remedy upon a termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement Cause shall immediately terminate, except: be receipt of (ai) the Company shall pay Employee that portion Severance Benefits (and, in the case of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination orwithin eighteen (18) months after a Sale Event, if laterthe Accelerated Equity Benefit), subject to his execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such a Change in Control, a lump sum severance payment in an amount equal overpayments to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursCompany and/or hereby authorizes deductions from future Severance Benefit amounts.

Termination by the Company Without Cause. a. At The Company may terminate Employee’s employment at any time during without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall be eligible for: (i) The Accrued Obligations; (ii) The Severance Benefits; (iii) At the end of the Severance Term, the Company may terminate this Agreement Retention Bonus Amount; and (iv) If such termination without Cause and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing Date of the Company’s intent to terminate, specifying in Termination occur within eighteen (18) months after a Sale Event (as such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified term is defined in the Company’s notice. b. Upon 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change Cause, except as set forth in Control (a “Window Period”this Section 7(d), the Company’s obligation Employee shall have no further rights to pay and provide Employee any compensation and or any other benefits under this Agreement shall immediately terminateAgreement. For the avoidance of doubt, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments Employee’s sole and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the exclusive remedy upon a termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement Cause shall immediately terminate, except: be receipt of (ai) the Company shall pay Employee that portion Severance Benefits (and, in the case of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination orwithin eighteen (18) months after a Sale Event, if laterthe Accelerated Equity Benefit), subject to his execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts.” 4. The final sentence of Section 7(e) of the Employment Agreement (entitled “Termination by Employee with Good Reason”) shall be deleted in its entirety and replaced with the following: “For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of (i) the Severance Benefits (and, in the case of such a Change termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims.” 5. The first sentence of Section 7(g) of the Employment Agreement (entitled “Release”) shall be deleted in Control, a lump sum severance payment in an amount equal its entirety and replaced with the following: “Notwithstanding any provision herein to the product contrary, the payment of three the Severance Benefits and the Retention Bonus Amount pursuant to subsection (3d) multiplied by or (e) of this Section 7 (other than the Accrued Obligations) shall be conditioned upon Employee’s Annual Base Salary in effect immediately prior execution, delivery to the date on which Company, and non-revocation of the Change Release of Claims (and the expiration of any revocation period contained in Control occurssuch Release of Claims) in accordance with the time limits set forth therein.”

Termination by the Company Without Cause. a. At any time during The Company shall have the Term, the Company may right to immediately terminate this Agreement and the Employee’s employment with the Company without cause Cause, at any time, and for any reason or no reason by notifying at all, subject to the following: (a) If the Company terminates this Agreement and the Employee’s employment and such termination is not a termination for Cause under Section 5.1, then the Employee shall receive the Accrued Amounts and a cash payment from the Company as severance (the “Severance Payment”) equal to twelve (12) months of Base Compensation as in writing effect at the time of the termination, subject to all applicable federal, state, local and other withholdings. The Severance Payment shall be paid in substantially equal installments with the Company’s intent to terminate, specifying in such notice regular payroll over the twelve (12) month period (the “Severance Pay Period”) following the effective date of termination date, of employment and this commencing on the first administratively practicable payroll date on or next following the date the Release Agreement becomes effective and fully irrevocable in accordance with Section 5.2(c) (provided that the initial and final payments may be a greater or lesser amount so as to conform with the Company’s regular payroll period); provided that any amounts that would be payable prior to the effectiveness of the Release Agreement (as defined below) shall be delayed until the Release Agreement is effective and fully irrevocable. (b) The Severance Payment will be subject to offset by the amount of any compensation earned by the Employee or to which the Employee is entitled during the Severance Pay Period (regardless of when any such amount is paid by a subsequent employer or by the Company): (i) from any subsequent employer following the termination of the Employee’s employment with the Company, or (ii) from the Company under any contingent employment agreement between the Company and the Employee. In the event the Employee obtains other employment before the end of the Severance Pay Period, the Employee shall terminate at immediately notify the close Company of business on such employment in writing. The Employee expressly agrees that failure to immediately advise Company of the termination date specified in the Company’s notice. b. Upon termination of Employee’s new employment shall constitute a material breach of this Agreement, and the Employee will forfeit all Severance Payment amounts paid or that otherwise would be paid by the Company without cause other than within six (6) months before or within two (2) years after under this Section 5 from the date of the Employee’s new employment until the end of the Severance Pay Period. The Employee shall immediately repay to the Company all amounts paid by the Company as a Change in Control (a “Window Severance Payment applicable to the period commencing on the date of the Employee’s new employment through the end of the Severance Pay Period”). Notwithstanding such forfeiture, the Company’s obligation to pay and provide Employee compensation and benefits under remaining provisions of this Agreement shall immediately terminate, except: (a) remain in full force and effect. The Employee agrees to furnish promptly to the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) all documentation required and/or reasonably requested by the Company shall pay or provide Employee such other payments to substantiate the Employee’s new employment and benefits, if any, which have accrued hereunder before all compensation and rights under the termination date; and Employee’s new employment. (c) Before receiving the Severance Payment set forth in additionSection 5.2(a), and as a condition to receiving the same, the Employee shall sign, and not revoke, a release of any and all claims or potential claims against the Company shall pay which the Employee severance compensation has or may have, whether known or unknown, as of the date of execution of the release by the Employee (the “Release Agreement”). The Company must provide the form of Release Agreement to the Employee within fifteen (15) days after the termination of employment equal to the Employee’s Annual Base Salary at separation from service and the rate Employee must sign the Release Agreement and provide it to the Company within twenty-one (21) days (or forty-five (45) days, if applicable under applicable law) after receiving it from the Company and not revoke such release during any applicable revocation period. The Release Agreement shall be in the form as determined by the Company, in its sole discretion. To the extent the Severance Payment is subject to Section 409A and the period for executing (and not revoking) the Release Agreement begins in one taxable year and ends in another taxable year, the Severance Payment shall not begin until the beginning of Annual Base Salary in effect immediately prior the second taxable year; provided that, the first installment payment shall include all amounts that would otherwise have been paid to termination for a the Employee during the period of one year following beginning on the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to termination and ending on the first payment date on which the Change in Control occursif no delay had been imposed.

Termination by the Company Without Cause. a. At any time during (Other Than Due to Disability or Death) or by the Term, Employee for Good Reason. (i) If the Company may terminate this Agreement and Employee’s employment with the Company without cause and its affiliates, as applicable, hereunder is terminated by (A) the Company for any reason other than (1) Cause, (2) Disability or no reason (3) the Employee’s death or (B) the Employee for Good Reason, then in addition to the Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company and its affiliates in a form acceptable to the Company (“Release”), on or prior to the sixtieth (60th) day following the date of the Employee’s termination of employment and his non-revocation of such Release within the 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 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 notifying a fraction, the numerator of which is the number of days the Employee was employed hereunder in writing 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 intent usual payment practices 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 terminateone and a half (1.5) times the Company’s cost of providing, specifying 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. Notwithstanding the foregoing, the Company shall have the right to cease making such payments and the Employee shall be obligated to repay any such amounts to the Company already 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 effective termination date, and this Agreement and Employee’s negligence or willful misconduct in the course of the Employee’s employment with the Company shall terminate at and its affiliates, as applicable, that the close of business Board in good faith in its reasonable discretion determines has a material and adverse effect on the termination date specified in Company and its affiliates; (C) the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six indictment of, conviction of, or plea of nolo contendere to (61) months before a misdemeanor involving moral turpitude or within two (2) years after a Change felony (or the equivalent of a misdemeanor or felony in Control a jurisdiction other than the United States); (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (aD) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at material breach of this Agreement, including without limitation the rate provisions of Annual Base Salary in effect immediately prior to termination for a period Sections 6 and 7, provided the Employee does not cure such failure within 15 days after receipt from the Company of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year written notice of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment.failure; c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (aE) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary violation of Company policies that the Board in good faith in its reasonable discretion determines has a material and adverse effect immediately prior on the Company and its affiliates; (F) the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the date on which Company or any of its affiliates; or (G) the Change 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 Control occursgood 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. a. At any time during (Other Than Due to Disability or Death) or by the Term, Employee for Good Reason. (i) If the Company may terminate this Agreement and Employee’s employment with the Company without cause and its affiliates, as applicable, hereunder is terminated by (A) the Company for any reason other than (1) Cause, (2) Disability or no reason (3) the Employee’s death or (B) the Employee for Good Reason, then in addition to the Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company and its affiliates in a form acceptable to the Company (“Release”), on or prior to the sixtieth (60th) day following the date of the Employee’s termination of employment and his non-revocation of such Release within the 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 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 notifying a fraction, the numerator of which is the number of days the Employee was employed hereunder in writing 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 intent usual payment practices 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 terminateone and a half (1.5) times the Company’s cost of providing, specifying 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. Notwithstanding the foregoing, the Company shall have the right to cease making such payments and the Employee shall be obligated to repay any such amounts to the Company already 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 effective termination dateCompany, and this Agreement and 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 shall terminate at and its affiliates, as applicable, that the close of business Board in good faith in its reasonable discretion determines has a material and adverse effect on the termination date specified in Company and its affiliates; (C) the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six indictment of, conviction of, or plea of nolo contendere to (61) months before a misdemeanor involving moral turpitude or within two (2) years after a Change felony (or the equivalent of a misdemeanor or felony in Control a jurisdiction other than the United States); (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (aD) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at material breach of this Agreement, including without limitation the rate provisions of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17Sections 6 and 7; (E) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary violation of Company policies that the Board in good faith in its reasonable discretion determines has a material and adverse effect immediately prior on the Company and its affiliates; (F) the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the date on which Company or any of its affiliates; or (G) the Change 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 Control occursgood 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. a. At any time during 7.5.1. Upon written notice to the TermEmployee from the Board or an appropriate officer of the Company designated by the Board, the Company may terminate this Agreement and the Employee’s employment with at any time without Cause. 7.5.2. In the Company without cause for any reason or no reason by notifying Employee in writing event of a termination of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with pursuant to Section 7.5.1: (i) the Company shall terminate at will pay to Employee any earned but unpaid Base Salary through the close date of such termination; (ii) the Company will reimburse the Employee’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior to the date of such termination; (iii) the Company will pay to Employee any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the termination day immediately following “the date specified in the Company’s notice. b. Upon termination of Employee’s employment by such termination, the Company will continue to pay to the Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination without cause other than within six (6) months before or within two (2) years after Cause; provided, however, that if Employee is terminated without Cause following a Change in Control (a “Window Period”as defined below), the Company’s obligation Company will continue to pay and provide to Employee compensation and benefits under this Agreement shall immediately terminate, excepthis then current Base Salary until the expiration of the later of: (a) the Company shall pay Employee that portion third anniversary of his the Effective Date, or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee twenty-four (24) month period following such other payments and benefits, if anydate of termination, which have accrued hereunder before amount shall be paid as a lump sum within thirty (30) days after the termination date; and (c) date of termination, or, at the Company’s election, in additionaccordance with the Company’s payroll practices in effect from time-to-time. Except as specifically set forth in this Section 7.5, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year have no other liability or obligation hereunder by reason of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by 7.5.3. Notwithstanding any other provision in this Agreement to the contrary, Employee hereby agrees and acknowledges that he will not be entitled to and the Company without cause during a Window Period, the Company’s shall have no obligation to pay and or provide Employee compensation and benefits any amount or benefit provided under Section 1 or Section 7.5 of this Agreement shall immediately terminate, except: (a) unless Employee executes and delivers to the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) and does not revoke a release satisfactory to the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before in a manner consistent with the termination date; and (c) requirements of the Age Discrimination in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursEmployment Act.

Termination by the Company Without Cause. a. At any time during the Term, the The Company may elect to terminate this Agreement and Employee’s employment without Cause at any time, with the Company or without cause for any reason or no reason prior notice to Employee, in which case Employee shall receive amounts already earned by notifying but unpaid to Employee in writing as of the Company’s intent stated date of termination and be eligible for the following additional benefits: (a) Employee shall receive an amount equal to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with annual base salary in effect as of the Company shall terminate at the close date of business on the termination date specified in the Company’s notice. b. Upon termination termination, payable within thirty (30) days of Employee’s termination of employment by in a lump sum, and subject to any required withholdings, deductions, and tax reporting requirements. Notwithstanding the Company without cause other than within foregoing, if Employee is a key employee (as defined under section 409A and its accompanying regulations) as of the date of termination, payment shall be the first day of the month following the date that is six (6) months before or within two after the date of the Employee’s termination date (2) years after a Change in Control (a “Window Period”)or, if earlier, the Companydate of the Participant’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; death). (b) Employee shall receive a payout equal to Employee’s annual target bonus established for the Company shall pay or provide Employee such other payments bonus period in which Employee’s termination occurred, payable within thirty (30) days of Employee’s termination of employment in a lump sum, and benefitssubject to any required withholdings, deductions, and tax reporting requirements. Notwithstanding the foregoing, if anyEmployee is a key employee (as defined under section 409A and its accompanying regulations) as of the date of termination, which have accrued hereunder before payment shall be the first day of the month following the date that is six (6) months after the date of the Employee’s termination date; and date (or, if earlier, the date of the Participant’s death). (c) in additionIf a Company provided health and dental plan covers Employee as of the date of termination, Employee may elect continuation coverage under such plans to the extent required under federal law (referred to as “COBRA”) and state law. (d) If Employee elects continuation coverage under a Company health or dental plan, the Company shall pay the Employee severance compensation after the termination of employment in one (1) lump sum payment an amount equal to the Employee’s Annual Base Salary at full COBRA monthly premium for each such plan multiplied by twelve (12), subject to any required withholdings, deductions, and tax reporting requirements. Notwithstanding the rate foregoing, if Employee is a key employee (as defined under section 409A and its accompanying regulations) as of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; providedtermination, however, if such severance compensation exceeds two times the maximum amount that may above lump sum payment shall be taken into account under a qualified plan pursuant to section 401(a)(17) made on the first day of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on month following the date that is six (6) months following after the date of the Employee’s termination date (or, if earlier, the date of the Participant’s death). Thereafter Employee may continue coverage by continuing to pay the full COBRA premium for the remaining COBRA period permitted by law. Employee must timely elect coverage and satisfy all enrollment and payment procedures established by the Company as a prerequisite to any continuation of COBRA coverage and any payment under this section 4(d). (e) The Company will pay Employee any unused earned vacation as of the date of Employee’s termination of employment. c. Upon (f) The Company will offer Employee executive level outplacement services commensurate with Employee’s position and experience for a period no longer than twelve (12) months following Employee’s termination of Employee’s employment by the Company without cause during or until Employee finds new employment, whichever occurs first. The cost of outplacement services furnished will be capped at a Window Period, the Company’s obligation to pay and provide maximum of $25,000. Cash will not be paid in lieu of outplacement services. Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefitsbe responsible for any individual tax consequences, if any, which have accrued hereunder before relating to the provision of these services. (g) The amount of any severance payable to Employee under Section 4 shall be reduced on a dollar-for-dollar basis by the amount of any other compensation or remuneration Employee receives from Company for work performed as an employee, independent contractor, or consultant during the twelve (12) months following Employee’s termination date; of employment. (h) Receipt of the base salary continuation, target bonus payout, and (c) benefits continuation described in additionSection 4 above is contingent upon Employee first signing, and not rescinding or revoking, a General Release of Claims in favor of the Company, in a form acceptable to the Company, and also continuing to abide by all of Employee’s continuing obligations to the Company, particularly, but not exclusively, the Company shall pay Employee within (30) days following such a termination ornon-disclosure, if laternon-competition, such a Change and non-solicitation covenants contained in Control, a lump sum severance payment in an amount equal to the product Section 8 of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursthis Agreement.

Termination by the Company Without Cause. a. At If 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, 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 effective 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 time during benefit plan or program of the TermCompany in which Employee participated. In addition, subject to Section 5.7 below, the Company may terminate this Agreement shall 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 with not terminated (provided, that, in no event shall such payment occur later than the Company without cause date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); (b) continued payment of Employee’s monthly Base Salary, in arrears, for any reason or no reason by notifying Employee in writing a period of 24 months following the date of termination; provided, however, that the first such payment shall be made on the Company’s intent first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, without interest, that would have otherwise been made pursuant to terminate, specifying in such notice this Section 5.4(b) between the effective termination date, and this Agreement and date of Employee’s termination of employment with and the Company shall terminate at the close of business First Payment Date; and (c) for that period beginning on the termination date specified in of the Company’s notice. b. Upon termination of Employee’s employment by and for so long during the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a 36-month period of one year following the date of termination that Employee remains eligible to receive, and elects to receive, continuation of employmentcoverage 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, if that to receive such severance compensation exceeds two times the maximum amount that may reimbursement, Employee must not be taken into account eligible to receive health insurance benefits under a qualified any other employer’s group health plan pursuant to section 401(a)(17) and Employee must provide Company with documentation evidencing his payment of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” applicable premiums within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within thirty (30) days following of their payment. The Company’s payments of COBRA reimbursements shall be made within thirty (30) days of its receipt of such a termination ordocumentation; provided, if laterhowever, the Company will 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 a Change in Controlreimbursement payment shall include all payments, a lump sum severance payment in an amount equal without interest, that otherwise would have been made pursuant to this Section 5.4(c) between the product date of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to termination of employment and the date on which that the Change in Control occursRelease became irrevocable.

Termination by the Company Without Cause. a. At any time during the Term, the Company may terminate The Executive’s employment under this Agreement and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment may be terminated by the Company at any time without cause other than within six Cause by the Company upon sixty (660) months before days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or within two (2disability under Section 6(c) years after shall be deemed a Change in Control (a “Window Period”)termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company’s obligation to pay and provide Employee compensation and benefits Company under this Agreement shall thereupon immediately terminateterminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, except: (a) subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall continue to pay Employee that portion of his or the Executive her Annual Base Salary, Salary at the rate then in effect, which shall have been earned through the termination date; (beffect pursuant to Section 4(a) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one (1) year following from the date Date of Termination and shall pay to the Executive in monthly installments over the one (1) year period, an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation each monthly payment shall be paid in considered a lump sum on separate payment. The Company shall also pay 100% of the date that is six costs to provide up to twelve (12) months following of outplacement support services at a level appropriate for the termination of employment. c. Upon termination of EmployeeExecutive’s employment by the Company without cause during a Window Period, the Company’s obligation to pay title and responsibility and provide Employee compensation the Executive with health and benefits under this Agreement shall immediately terminate, except: (a) dental insurance continuation at a level consistent with the Company shall pay Employee that portion of his or her Annual Base Salary, level and type the Executive had in place at the rate then in effect, which shall have been earned through time of termination for a period of twelve (12) months from the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in Date of Termination. In addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately on or prior to the date on which Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the Change in Control occursNew Hire Grant.

Termination by the Company Without Cause. a. At any time during The Company shall have the Term, the Company may right to immediately terminate this Agreement and the Employee’s employment with the Company without cause Cause, at any time, and for any reason or no reason by notifying at all, subject to the following: (a) If the Company terminates this Agreement and the Employee’s employment and such termination is not a termination for Cause under Section 5.1, then the Employee shall receive the Accrued Amounts and a cash payment from the Company as severance (the “Severance Payment”) equal to [_______]11 of Base Compensation as in writing effect at the time of the termination, subject to all applicable federal, state, local and other withholdings. The Severance Payment shall be paid in substantially equal installments with the Company’s intent to terminate, specifying in such notice regular payroll over the [______]12 period (the “Severance Pay Period”) following the effective date of termination date, of employment and this commencing on the first administratively practicable payroll date on or next following the date the Release Agreement becomes effective and fully irrevocable in accordance with Section 5.2(c) (provided that the initial and final payments may be a greater or lesser amount so as to conform with the Company’s regular payroll period); provided that any amounts that would be payable prior to the effectiveness of the Release Agreement (as defined below) shall be delayed until the Release Agreement is effective and fully irrevocable. 11 Note to Draft: Insert amount for severance payment. 12 Note to Draft: Insert period equal to amount of the severance payment. (b) The Severance Payment will be subject to offset by the amount of any compensation earned by the Employee or to which the Employee is entitled during the Severance Pay Period (regardless of when any such amount is paid by a subsequent employer or by the Company): (i) from any subsequent employer following the termination of the Employee’s employment with the Company, or (ii) from the Company under any contingent employment agreement between the Company and the Employee. In the event the Employee obtains other employment before the end of the Severance Pay Period, the Employee shall terminate at immediately notify the close Company of business on such employment in writing. The Employee expressly agrees that failure to immediately advise Company of the termination date specified in the Company’s notice. b. Upon termination of Employee’s new employment shall constitute a material breach of this Agreement, and the Employee will forfeit all Severance Payment amounts paid or that otherwise would be paid by the Company without cause other than within six (6) months before or within two (2) years after under this Section 5 from the date of the Employee’s new employment until the end of the Severance Pay Period. The Employee shall immediately repay to the Company all amounts paid by the Company as a Change in Control (a “Window Severance Payment applicable to the period commencing on the date of the Employee’s new employment through the end of the Severance Pay Period”). Notwithstanding such forfeiture, the Company’s obligation to pay and provide Employee compensation and benefits under remaining provisions of this Agreement shall immediately terminate, except: (a) remain in full force and effect. The Employee agrees to furnish promptly to the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) all documentation required and/or reasonably requested by the Company shall pay or provide Employee such other payments to substantiate the Employee’s new employment and benefits, if any, which have accrued hereunder before all compensation and rights under the termination date; and Employee’s new employment. (c) Before receiving the Severance Payment set forth in additionSection 5.2(a), and as a condition to receiving the same, the Employee shall sign, and not revoke, a release of any and all claims or potential claims against the Company shall pay which the Employee severance compensation has or may have, whether known or unknown, as of the date of execution of the release by the Employee (the “Release Agreement”). The Company must provide the form of Release Agreement to the Employee within fifteen (15) days after the termination of employment equal to the Employee’s Annual Base Salary at separation from service and the rate Employee must sign the Release Agreement and provide it to the Company within twenty-one (21) days (or forty-five (45) days, if applicable under applicable law) after receiving it from the Company and not revoke such release during any applicable revocation period. The Release Agreement shall be in the form as determined by the Company, in its sole discretion. To the extent the Severance Payment is subject to Section 409A and the period for executing (and not revoking) the Release Agreement begins in one taxable year and ends in another taxable year, the Severance Payment shall not begin until the beginning of Annual Base Salary in effect immediately prior the second taxable year; provided that, the first installment payment shall include all amounts that would otherwise have been paid to termination for a the Employee during the period of one year following beginning on the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to termination and ending on the first payment date on which the Change in Control occursif no delay had been imposed.

Termination by the Company Without Cause. a. At any time during the Term, the Company may terminate The Executive’s employment under this Agreement and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment may be terminated by the Company at any time without cause other than within six “Cause” (6as defined in Section 6(b)) months before by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or within two (2disability under Section 6(c) years after shall be deemed a Change in Control (a “Window Period”)termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company’s obligation to pay and provide Employee compensation and benefits Company under this Agreement shall thereupon immediately terminateterminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, except: (a) subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall (i) continue to pay Employee that portion of his or the Executive her Annual Base Salary, Salary at the rate then in effect, which shall have been earned through effect pursuant to Section 4(a) for a period of twelve (12) months from the termination dateDate of Termination; (bii) the Company shall pay or provide Employee such other payments and benefitsto the Executive in monthly installments over the next year, an amount equal to the Executive’s cash bonus, if any, which have accrued hereunder before received in respect of the termination dateimmediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination; and (ciii) in addition, the Company shall pay Employee severance compensation after 100% of the termination costs to provide up to twelve (12) months of employment equal to outplacement support services at a level appropriate for the EmployeeExecutive’s Annual Base Salary title and responsibility; (iv) shall provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the rate time of Annual Base Salary in effect immediately prior to termination for a period of one year following twelve (12) months from the date Date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; Termination and (cv) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately on or prior to the date on which Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the Change in Control occursNew Hire Grant. Termination of the Executive without Cause shall not impact the eligibility of the Executive to receive technology incentive compensation payments due under the provisions of the Technology Development Incentive Plan.

Termination by the Company Without Cause. a. At (Including by Reason of Non-Renewal) or By the Executive For Good Reason. If the Company terminates the Executive’s employment and this Agreement without Cause, or the Executive terminates her employment and this Agreement for Good Reason: (i) The Company shall pay the Executive within thirty (30) days after the effective date of termination or by such earlier date if required by applicable law, (A) the aggregate amount of the Executive’s earned but unpaid Base Salary then in effect, (B) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (C) any time during other amounts due under applicable law, in each case earned and owing through the Termdate of termination (the “Accrued Obligations”), and the Executive’s rights under the Benefit Plans shall be determined under the provisions of the Benefit Plans (the “Other Benefits”). (ii) In addition to the Accrued Obligations and the Other Benefits, the Company may terminate this Agreement and Employeeshall pay to the Executive the amount of any Annual Bonus earned, but not yet paid, with respect to the fiscal year prior to the fiscal year in which the date of termination of the Executive’s employment with the Company without cause occurs (the “Earned Annual Bonus”), which such payment shall be made to the Executive in accordance with Section 3(b) hereof. (iii) In addition to the Accrued Obligations, the Other Benefits and the Earned Annual Bonus, subject to (A) Section 5(c) below, (B) the Executive timely signing, delivering, and not revoking the Release (as defined in this Section 5(a)(iii)), and (C) the Executive’s compliance with the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 hereof following the termination of the Executive’s employment with the Company, the Executive shall be entitled to receive the following additional benefits: 1. Severance equal to the sum of: (a) two and 1⁄2 times the sum of the Base Salary in effect on the date of termination plus the greater of the Target Bonus for any reason or no reason the current fiscal year and the actual Annual Bonus paid during the prior fiscal year and (b) a prorated Annual Bonus for the current fiscal year (calculated as the Target Bonus that would have been payable for the entire fiscal year assuming target was met, multiplied by notifying Employee a fraction, the numerator of which is equal to the number of days the Executive worked in writing the applicable fiscal year, and the denominator of which is equal to the total number of days in such fiscal year) (the “Severance”), which shall be payable in equal installments over a thirty (30) month period in accordance with the Company’s intent regular payroll practices and subject to terminateall customary withholding and deductions. 2. If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), specifying in such notice the effective termination dateCompany shall pay to the COBRA administrator on the Executive’s behalf the full amount of the COBRA premium due for medical, dental, and this Agreement vision coverage for the Executive and Employeeany of the Executive’s covered dependents which is equivalent to the coverage the Executive maintained prior to termination of the Executive’s employment with the Company shall terminate at (the close of business on “COBRA Subsidy”) until the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, exceptearliest of: (ai) the Company shall pay Employee that portion thirty (30) month anniversary of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the Executive’s termination date; and (cii) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employer. The Executive shall bear full responsibility for applying for COBRA continuation coverage, and the Company shall have no obligation to provide the Executive such coverage if the Executive fails to elect COBRA benefits in additiona timely fashion. Notwithstanding the foregoing, if the Company determines in its sole discretion that it can no longer provide the COBRA Subsidy pursuant to the terms of the Company’s welfare plan or underlying insurance policies or without causing the Company to incur additional expense as a result of noncompliance with applicable law, the Company shall instead will pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for Executive a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance taxable monthly payment in an amount equal to the product of three (3) multiplied by monthly COBRA premium that Executive would be required to pay to continue the Employee’s Annual Base Salary group health coverage in effect immediately prior to on the date of Executive’s termination for Executive and Executive’s eligible dependents until the earliest of: (i) the thirty (30) month anniversary of the Executive’s termination date; and (ii) the date on which the Change Executive either receives or becomes eligible to receive substantially similar coverage from another employer. 3. All issued and unvested Annual Equity Awards shall immediately vest; provided, however, that any Annual Equity Award that is still subject to performance based vesting at the time of such termination shall only vest when and to the extent the Compensation Committee certifies that the performance goals are actually met. 4. The Company will provide the Executive with twelve (12) months of outplacement support through a third-party vendor to be selected by the Company in Control occursits sole discretion. The scope of services to be provided by the outplacement agency will be at the sole discretion of the Company. It shall be a condition to the Executive’s right to receive the aforementioned additional benefits that the Executive execute and deliver to the Company an effective general release of claims in a form prescribed by the Company, which form shall include, among other customary terms and conditions, the survival of the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 of this Agreement following termination of the Executive’s employment with the Company, but shall not include any additional obligations upon the Executive beyond those provided for in, or otherwise inconsistent with, this Agreement (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the date of termination of the Executive’s employment with the Company, and that the Executive not revoke such Release during any applicable revocation period (the combined review period and revocation period hereinafter referred to as the “Consideration Period”). Subject to Section 5(c) below, upon timely execution, delivery and non-revocation of the Release by the Executive, the installment payments of the Severance shall begin on the first normal payroll date that is after the later of (I) the date on which the Executive delivered to the Company the Release signed by the Executive, or (II) the end of any applicable revocation period (unless a longer period is required by law). Notwithstanding the foregoing, if the earliest payment date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment date is in a second taxable year of the Executive, the first installment payment of Severance shall be made on the first normal payroll date that immediately follows the last date of the Consideration Period.

Termination by the Company Without Cause. a. At any time during the TermNotwithstanding Section 2.3 above, the Company may shall have the right to terminate this Agreement and Employee’s employment with the Company without cause Cause, at any time, and for any reason or no reason by notifying Employee in writing of at all, upon written notice to Employee, subject to the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, exceptfollowing: (a) If during the Term, Company terminates this Agreement and/or Employee’s employment and such termination is not a termination for Cause under Section 2.3 above, then Employee shall receive the following from the Company shall pay Employee that portion as severance (the “Severance Payment”): one year’s base salary as set forth in Section 3.1 plus a prorated amount of his or her Annual Base Salary, at one hundred percent (100%) of the rate then targeted annual Incentive Compensation amount as set forth in effect, which shall have been earned through Section 3.3 for the calendar year of the termination date; (b) regardless of whether the Company shall pay targeted performance was achieved or provide Employee such other payments and benefits, if any, which have accrued hereunder before exceeded). If the termination dateoccurs before June 30, 2016, then the proration will be fifty percent (50%); and (c) in addition, the Company shall pay Employee severance compensation after if the termination of employment occurs on or after June 30, 2016, then there will be no proration (100%). The Severance Payment shall be paid in substantially equal to monthly installments with the EmployeeCompany’s Annual Base Salary at regular payroll over the rate of Annual Base Salary in effect immediately prior to termination for a one-year period of one year (the “Severance Pay Period”) following the effective date of termination of employment; provided, however, if such severance compensation exceeds two times employment (provided that the maximum amount that initial and final payments may be taken into account under a qualified plan pursuant greater or lesser amount so as to section 401(a)(17conform with the Company’s regular payroll period). The Severance Payment will be subject to all applicable federal and governmental withholdings. The Severance Payment shall be subject to offset (but not below zero) by the amount of the Internal Revenue Code of 1986any base salary, as amended (the “Internal Revenue Code”) in the year of such termination, and short-term incentive compensation or cash compensation earned by Employee or to which Employee is entitled during the Severance Pay Period and which is actually paid to Employee (regardless of when any such amount is paid by a “specified employee” within subsequent employer or by the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months Company): (i) from any subsequent employer following the termination of employment. c. Upon termination his employment with the Company, or (ii) from the Company under any Contingent Employment Agreement between the Company and Employee. In the event Employee obtains other employment before the end of the Severance Pay Period, Employee shall immediately notify the Company of such employment in writing. Employee expressly agrees that failure to immediately advise Company of Employee’s new employment shall constitute a material breach of this Agreement, and Employee will forfeit all amounts paid or that otherwise would be paid by the Company without cause during under this subparagraph from the date of his new employment until the end of the Severance Pay Period. Employee shall immediately repay to the Company all amounts paid by the Company as a Window Severance Payment applicable to the period commencing on the date of his new employment or the date a change in control payment is made through the end of the Severance Pay Period. Notwithstanding such forfeiture, the Company’s obligation to pay and provide Employee compensation and benefits under remaining provisions of this Agreement shall immediately terminate, except: (a) remain in full force and effect. Employee agrees to furnish promptly to the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) all documentation required and/or reasonably requested by the Company shall pay or provide Employee such other payments to substantiate his new employment and benefits, if any, which have accrued hereunder before the termination date; all compensation and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursrights under his new employment.

Termination by the Company Without Cause. a. At any time during the Term, the (a) The Company may terminate your employment as CEO and require that you resign at any time without Cause (as defined below) by giving you written notice of the effective date of such termination and in all respects, except as set out below, and subject to continuing specific provisions as set out in this Agreement Agreement, your resignation and Employee’s the termination of your employment with will be effective immediately. (b) If your employment is terminated by the Company without cause pursuant to this Section: (i) the Company shall pay you a lump sum equal to 12 months’ Base Salary, as referred to in Section 3 (Base Salary) plus one month for each completed year of employment commencing on the Effective Date, to an aggregate maximum of 24 months, with Base Salary being adjusted from time to time in accordance with Section 4 (Annual Review), plus such other sums owed for arrears of salary, vacation pay and bonus, pursuant to Section 5 (Performance Bonus); (ii) at your election, but subject to any reason or no reason by notifying Employee in writing required regulatory approval, all options shall vest immediately, and: A. the Company shall buy-out any outstanding stock options for a price equal to the fair market value of the Company’s intent shares, determined for the 30 days trading average preceding the date of notice of your election, to terminatebe made within 30 days of notice of your termination by the Company and as determined in accordance with generally accepted accounting principles, specifying in such notice multiplied by the effective termination date, number of shares under option and this Agreement and Employee’s employment with less the exercise price thereof; or B. the Company shall terminate at extend the close stock option for a period of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change your employment terminates. (iii) if you exercise your right to purchase the company vehicle described in Control (a “Window Period”Section 6(b), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after buy-out the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefitsremaining lease payments, if any, which have accrued hereunder before the termination date; and ; (c) To the extent permitted by law and subject to the terms and conditions of any benefit plans in additioneffect from time to time, the Company shall pay Employee maintain the benefits and payments set out in Section 6 (Benefits) of this Agreement (the “Maintenance Payments”) during the notice period referred to in paragraph 15(b)(i) herein. (d) If you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the Maintenance Payments shall terminate forthwith on the date of commencement of such office, employment, contract or position. You shall not be required to mitigate the amount of any other payment provided for in this Section 15 by seeking other employment or otherwise, nor will any sums actually received be deducted (e) The payments of Base Salary and benefits set out in this Section 15 shall be in lieu of any applicable notice period. Such payments shall be made { } within (30) 15 days following such employment termination. In the event of a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal dispute between the parties as to the product quantum of three (3) multiplied such payments, you and the Company shall jointly appoint an accountant to determine the matter; provided that the Company shall have the right to set-off against such payments any amounts owing by the Employee’s Annual Base Salary in effect immediately prior you to the date on which the Change in Control occursCompany.

Termination by the Company Without Cause. a. At any time during The Company may terminate Executive’s employment and this Agreement without “Cause” (as defined in Section 4(e)) by providing written notice to the TermExecutive at least fourteen (14) days prior to the effective date of termination (the “Notice Period”). During the Notice Period, Executive shall continue to perform the duties of Executive’s position and the Company shall continue to compensate Executive as set forth herein. Notwithstanding the foregoing, the Company may terminate this Agreement and Employee’s employment with will have the Company without cause for any reason or no reason by notifying Employee in writing option of requiring Executive to immediately vacate the Company’s intent to terminate, specifying in such notice the effective termination date, premises and this Agreement and Employeecease performing Executive’s employment with duties hereunder. If the Company shall terminate at so elects this option, then the close Company will be obligated to compensate the Executive for the duration of business the Notice Period. Additionally, if Executive executes a general release of all claims (“Release”) in a form prescribed by the Company and such Release becomes final, binding and irrevocable no more than 55 days after Executive’s termination of employment, the Company will be obligated to: (x) compensate Executive twelve (12) months of Executive’s Base Salary over a 12-month period in installments based on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by regular payroll schedule (the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window PeriodSeverance Payment”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (ay) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through if the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is without Cause occurs upon a “specified employeeChange in Control” within (as defined in Section 4(e)) or during the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months one (1) period following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, accelerate any unvested portion of Executive’s equity issued under ▇▇▇▇▇’s Equity Incentive Plan so that such equity is fully vested, exercisable and nonforfeitable (the “Equity Acceleration”). Should the Executive start another position and/or enter into a lump sum severance payment in an amount equal to consulting agreement, the product of three (3) multiplied by installment payments for the Employee’s Annual Base Salary in effect Severance Payment shall immediately prior to cease. For clarity, Executive is not eligible for the date on which the Change in Control occursSeverance Payment or Equity Acceleration if he resigns or is terminated for Cause.

Termination by the Company Without Cause. a. At any time during the Term, the The Company may terminate this Agreement and Employee’s employment with at any time without Cause. In the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and event Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment is terminated by the Company without cause Cause (other than due to death or Disability) during the Term of Employment, Employee shall be entitled to receive: (i) The Accrued Obligations; and (ii) Subject to the limitations set forth in Section 12(b): (A) if, during the Term of Employment, and prior to the occurrence of a Change in Control, the Company terminates Employee’s employment without Cause, provided that Employee executes and delivers an effective Release to the Company within six the timeframe specified in the Release (6the “Release Requirement”), then the Company shall pay Employee, within sixty (60) days after such termination date, or, to the extent required by Section 409A of the Code, on the first day of the seventh month following the Release Delivery Date, as a severance payment for services previously rendered to the Company, a lump sum equal to eighteen (18) months before or within two of Employee’s Base Salary. In addition, upon such termination, a pro-rated portion of Employee’s then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall vest and be paid (2in cash and/or shares of Common Stock, as applicable), in accordance with their terms; or (B) years after if a Change in Control occurs during the Term of Employment and, within twenty-four (a “Window Period”)24) months after the effective date of such Change in Control, the CompanyCompany terminates Employee’s obligation to pay and provide employment without Cause, provided that Employee compensation and benefits under this Agreement shall immediately terminatesatisfies the Release Requirement, except: (a) then the Company shall pay Employee that portion Employee, within sixty (60) days after such termination date or, to the extent required by Section 409A of his or her Annual Base Salarythe Code, at on the rate then in effectfirst day of the seventh month following the Release Delivery Date, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment a lump sum equal to the twenty-four (24) months of Employee’s Annual Base Salary at Compensation (without regard to any decrease in the rate of Employee’s Annual Base Salary Compensation made after the Change in effect immediately prior to termination for a period of one year following the date of termination of employment; providedControl). In addition, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of upon such termination, Employee’s then-outstanding Retention Restricted Stock Unit Awards and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation Performance Restricted Stock Unit Awards shall fully vest and be paid in a lump sum on (to the extent permitted by Section 409A of the Code, at the same time as the Annual Compensation lump sum pursuant to the preceding sentence) equal to the cash value of the subject vested shares of Common Stock as of the effective date that is six months following the of such Change in Control. Following such termination of employment. c. Upon termination of by Employee’s employment by the Company without cause during a Window Period, the Company’s obligation except as set forth in this Section 7(d) and Section 7(g), Employee shall have no further rights to pay and provide Employee any compensation and or any other benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursAgreement.

Termination by the Company Without Cause. a. At The Company may at any time during by action of a majority of the Term, entire membership of its Board of Directors terminate the Executive's employment without Cause (as defined below) by giving the Executive notice of the effective date of termination (which effective date may be the date of such notice) (the "Date of Termination"). A voluntary termination by the Executive within (i) ninety (90) days before or (ii) twelve (12) months after a Sale of the Company may terminate and after (x) the Company has materially reduced the Executive's status or responsibilities, reduced the Executive's salary, relocated the Company's corporate offices more than 50 miles from its current location, or breached any provision of this Agreement and Employee’s employment with or ( y) the successor to the Company in such Sale fails to assume the Company's obligations under this Agreement (each a "Deemed Termination Event") will be deemed to be termination by the Company without cause for Cause. The Executive will provide thirty (30) days prior written notice to the Company of any such voluntary termination by reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination datea Deemed Termination Event, and during such 30-day period the Company shall have an opportunity to cure the Deemed Termination Event. If a cure is effected within such 30-day period, the provisions of this Agreement Section 5(b) shall no longer be applicable with respect to the Event so cured. If the Executive terminates his employment due to a Deemed Termination Event, 100% of any unvested options granted hereunder that, absent such termination, would have otherwise vested in the 18-month period following the date of termination shall immediately vest and Employee’s employment with be exercisable. If the Company shall terminate at the close Executive without Cause hereunder, the Company shall have the obligation to pay the Executive the following: (1) Any and all amounts owed to the Executive through the Date of business on the termination date specified in the Company’s noticeTermination, including all accrued salary, vacation pay, and any other benefits. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after Each month for a Change in Control period of eighteen (a “Window 18) months following the Date of Termination (the "Severance Period”"), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee the Executive, as a severance compensation payment, 100% of the Executive's Monthly Salary (as defined below), less required withholding. Such amounts shall be payable periodically in accordance with the Company's customary payroll practices. Promptly after the termination six month anniversary of employment equal the Severance Period and promptly following each successive six month period during the Severance Period, the Executive shall reimburse the Company for any amounts (excluding investment income) earned or received by the Executive during the Severance Period and reportable as earnings on Form W-2 or Form 1099 (the "Supplementary Income"). Notwithstanding the foregoing, the Executive shall not be obligated to reimburse the Company for any amounts in excess of the aggregate amount paid by the Company to the Employee’s Annual Base Salary at Executive during the rate of Annual Base Salary in effect Severance Period. For purposes hereof, "Monthly Salary" shall mean the Executive's annual base salary immediately prior to termination for a period the Date of one year following the date of termination of employment; provided, however, Termination (except if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by is due to a reduction in salary, then the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary annual base salary in effect immediately prior to the date on which the Change decrease in Control occursannual base salary) divided by twelve (12).

Termination by the Company Without Cause. a. At any time during the TermNotwithstanding Section 2.3 above, the Company may shall have the right to terminate this Agreement and Employee’s employment with the Company without cause Cause, at any time, and for any reason or no reason by notifying Employee in writing of at all, upon written notice to Employee, subject to the Company’s intent to terminate, specifying in such notice following: (a) If the effective termination date, and Company terminates this Agreement and Employee’s employment with and such termination is not a termination for Cause under Section 2.3 above, then Employee shall receive the following from the Company shall terminate at as severance (the close “Severance Payment”): (i) base salary as set forth in Section 3.1, plus (ii) an amount equal to the prorata annual incentive compensation for the year of business on termination (the “Prorata Annual Incentive”), plus (iii) an amount equal to of the targeted annual incentive compensation amount as set forth in Section 3.2 for the year of the termination date specified (regardless of whether the targeted performance was achieved or exceeded). The Prorata Annual Incentive shall be determined by multiplying the amount of the annual incentive compensation Employee would have earned pursuant to Section 3.2 in the year of termination if Employee had remained employed through the end of that year, by a fraction, the numerator of which is the number of days Employee was employed by the Company in the year of termination, and the denominator of which is 365. Except for the Prorata Annual Incentive, the Severance Payment shall be paid in substantially equal biweekly installments with the Company’s notice. b. Upon termination of Employee’s employment by regular payroll over the Company without cause other than within six period (6) months before or within two (2) years after a Change in Control (a the “Window Severance Pay Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the effective date of termination of employment; provided, however, if such severance compensation exceeds two times employment (provided that the maximum amount that initial and final payments may be taken into account under a qualified plan pursuant greater or lesser amount so as to section 401(a)(17) conform with the Company’s regular payroll period); provided that any amounts that would be payable prior to the effectiveness of the Internal Revenue Code of 1986Release Agreement (as defined below) shall be delayed until the Release Agreement is effective. Notwithstanding the foregoing, if, as amended of the date of Employee’s separation from service (the “Internal Revenue Code”i) in the year of such termination, and Employee he is a “specified employee” as determined under Section 409A of the Code (as defined below), then any portion of the Severance Payment that is subject to and not exempt from Code Section 409A and that would otherwise be payable within the first six (6) months following such separation from service shall be delayed until the first regular payroll date of the Company following the six (6) month anniversary of Employee’s separation from service to the extent required for compliance with Code Section 409A or (ii) he is not a “specified employee” as determined under Code Section 409A or such delay is otherwise not required for compliance with Code Section 409A, then any portion of the Severance Payment that is subject to and not exempt from Code Section 409A and that would be otherwise payable within the first ninety (90) days after Employee’s separation from service shall be paid ninety (90) days after Employee’s separation from service (and not promptly following the effectiveness of the Release Agreement). The Prorata Annual Incentive shall be paid within 15 days after the Compensation Committee of the Company’s Board of Directors certifies the annual (short-term) incentive performance for all employees for the year in which the termination occurred. The Severance Payment will be subject to all applicable federal, state and governmental withholdings. The Severance Payment will be subject to offset by the amount of any base salary, short-term incentive compensation or cash compensation earned by Employee or to which Employee is entitled during the Severance Pay Period (regardless of when any such amount is paid by a subsequent employer or by the Company): (i) from any subsequent employer following the termination of his employment with the Company, or (ii) from the Company under any Contingent Employment Agreement between the Company and Employee. In the event Employee obtains other employment before the end of the Severance Pay Period, Employee shall immediately notify the Company of such employment in writing. Employee expressly agrees that failure to immediately advise Company of Employee’s new employment shall constitute a material breach of this Agreement, and Employee will forfeit all amounts paid or that otherwise would be paid by the Company under this subparagraph from the date of his new employment until the end of the Severance Pay Period. Employee shall immediately repay to the Company all amounts paid by the Company as a severance payment applicable to the period commencing on the date of his new employment or the date a change in control payment is triggered through the end of the Severance Pay Period. Notwithstanding such forfeiture, the remaining provisions of this Agreement shall remain in full force and effect. Employee agrees to furnish promptly to the Company all documentation required and/or reasonably requested by the Company to substantiate his new employment and all compensation and rights under his new employment. (b) Before receiving the Severance Payment set forth in Section 2.4(a) above, and as a condition to receiving the same, Employee shall sign and not revoke a release of any and all claims or potential claims against the Company which Employee has or may have, whether known or unknown, as of the date of the release (the “Release Agreement”). The Company must provide the form of Release Agreement to Employee within fifteen (15) days after Employee’s separation from service and Employee must sign the Release Agreement and provide it to the Company within fifteen (15) days after receiving it from the Company. The Release Agreement shall be in the same or similar form as such release documents or agreements as the Company has required from other executives as a condition of receiving any severance package. (c) In order to facilitate compliance with Section 409A of the Code, the Company and the Employee shall neither accelerate nor defer or otherwise change the time at which any payment due under this Section 2.4 is to be made and the Employee shall not be considered to have had a termination of employment until the Employee is considered to have a had a separation from service within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i)Section 409A. Further, the severance compensation each individual installment or payroll period amount shall be paid in considered a lump sum on the date that is six months following the termination separate payment for purposes of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occurs.applying Code Section 409A.

Termination by the Company Without Cause. a. At The Executive’s employment under this Agreement may be terminated by the Company at any time during without Cause by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause, including any termination by reason of the Company electing not to extend the term of the Executive’s employment upon the expiration of the initial Term or any Renewal Term. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a separation agreement containing, among other things, a general release of claims, confidentiality, non-disparagement and return of property, substantially in the form of Exhibit A attached hereto (the “Release”) within 30 days of the Date of Termination, and the Release becoming irrevocable and further subject to the Executive’s compliance with the provisions of Sections 7 and 8 hereof, the Company may terminate this Agreement and Employee’s employment with shall continue to pay the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate Executive his Base Salary at the close rate then in effect pursuant to Section 4(a) for a period of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), from the Company’s obligation to pay Date of Termination and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion to the Executive in monthly installments over a period of his or her Annual Base Salarytwo (2) years, at an amount equal to the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefitsExecutive’s cash bonus, if any, which have accrued hereunder before received in respect of the year immediately preceding the year of termination date; and pursuant to Section 4(b), beginning with the first payroll date that begins thirty (c30) in addition, the Company shall pay Employee severance compensation days after the termination Date of employment equal Termination. The Company will also make a bonus payment to Executive with respect to the Employee’s Annual Base Salary at year of termination on the rate basis of Annual Base Salary and to the extent contemplated in any bonus plan then in effect immediately with respect to senior executives of the Company, pro-rated on the basis of the number of days of the Executive’s actual employment hereunder during such calendar year through the Date of Termination. Such pro-rated bonus, if earned, will be paid prior to termination for a period March 15 of one year the following the date calendar year. For purposes of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation each monthly payment shall be paid considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a lump sum on period of twenty four (24) months from the date that is six months following Date of Termination to the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, extent permitted under the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursgroup health insurance policy.

Termination by the Company Without Cause. a. At any time during the Term, the (a) The Company may terminate the Executive's employment prior to the expiration of the term of this Agreement and Employee’s employment with for whatever reason it deems appropriate; provided, however, that in the Company without cause event that such termination is not pursuant to Sections 6.1, 6.2, 6.3 or 6.5, the company shall pay to the Executive: (A) on the date of termination, the base salary provided for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate Section 3.1 (at the close annual rate then in effect) accrued to the date of business on termination and not theretofore paid to the termination date specified Executive; (B) severance pay, in the Company’s notice. b. Upon termination form of Employee’s employment by the Company without cause other than within six salary continuation for a period (6"Severance Pay Period") months before or within of two (2) years after a Change in Control (a “Window Period”), commencing on the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion date of his or her Annual Base Salarytermination, at a rate equal to the base salary provided for in Section 3.1 (at the annual rate then in effect, ); (C) any bonus which shall have been earned through be or become payable to the termination date; Executive pursuant to Section 3.2; (bD) on a date (the "Payment Date") within ten (10) days of receipt by the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before of the termination date; and (c) in addition, audited financial statements of the Company for the fiscal year in which such termination shall pay Employee severance compensation after the termination of employment have occurred, an amount equal to the Employee’s Annual Base Salary at Final Bonus (as hereinafter defined) and, on the rate first anniversary of Annual Base Salary in effect immediately prior the Payment Date, an amount equal to termination for a period one-half of one year following the Final Bonus. As used herein, (X) if the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) Executive's employment shall occur during the first six months of any fiscal year of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i)Company, the severance compensation term "Final Bonus" shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in mean an amount equal to the product of three (3) multiplied bonus earned by the Employee’s Annual Base Salary in effect immediately prior Executive for the last completed fiscal year of the Company preceding the date of termination of his employment and (Y) if the date of termination of the Executive's employment shall occur during the last six months of any fiscal year of the Company, the term "Final Bonus" shall mean an amount equal to the greater of (i) the bonus earned by the Executive for the last completed fiscal year of the Company preceding the date on of termination of his employment or (ii) the bonus for the fiscal year in which the Change in Control termination of employment occurs, as determined pursuant to Section 3.2(a) and before prorating pursuant to Section 3.2(b).

Termination by the Company Without Cause. a. At The Company may terminate Employee’s employment at any time during without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that she fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall be eligible for: (i) The Accrued Obligations; (ii) The Severance Benefits; (iii) If the Date of Termination occurs between January 1 and March 15 following the immediately preceding calendar year, then Employee shall be eligible to receive her earned Target Bonus, if any; (iv) At the end of the Severance Term, the Company may terminate this Agreement Retention Bonus Amount; and Employee’s employment with (v) If such termination without Cause and the Company without cause for any reason or no reason by notifying Employee in writing Date of the Company’s intent to terminate, specifying in Termination occur within eighteen (18) months after a Sale Event (as such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified term is defined in the Company’s notice. b. Upon 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change Cause, except as set forth in Control (a “Window Period”this Section 7(d), the Company’s obligation Employee shall have no further rights to pay and provide Employee any compensation and or any other benefits under this Agreement shall immediately terminateAgreement. For the avoidance of doubt, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments Employee’s sole and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the exclusive remedy upon a termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement Cause shall immediately terminate, except: be receipt of (ai) the Company shall pay Employee that portion Severance Benefits (and, in the case of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination orwithin eighteen (18) months after a Sale Event, if laterthe Accelerated Equity Benefit), subject to her execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to her execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such a Change in Control, a lump sum severance payment in an amount equal overpayments to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occursCompany and/or hereby authorizes deductions from future Severance Benefit amounts.”

Termination by the Company Without Cause. a. At any time during the Term, the Company may terminate this Agreement and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three two (32) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occurs.

Termination by the Company Without Cause. a. At The Executive’s employment under this Agreement may be terminated by the Company at any time during without Cause by the TermCompany upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company may terminate this Agreement and Employee’s employment with shall continue to pay the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate Executive his Base Salary at the close rate then in effect pursuant to Section 4(a) for a period of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), from the Company’s obligation to pay Date of Termination and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion to the Executive in monthly installments over each year of his or her Annual Base Salarythe two (2) year period, at an amount equal to the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefitsExecutive’s cash bonus, if any, which have accrued hereunder before received in respect of the year immediately preceding the year of termination date; and pursuant to Section 4(b) beginning with the first payroll date that begins thirty (c30) in addition, the Company shall pay Employee severance compensation days after the termination Date of employment equal to the Employee’s Annual Base Salary at the rate Termination. For purposes of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation each monthly payment shall be paid considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a lump sum on period of thirty-six (36) months from the date that is six months following Date of Termination to the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, extent permitted under the Company’s obligation group health insurance policy. Following a termination of the Executive without Cause the Executive shall continue to pay and provide Employee be eligible to receive technology incentive compensation and benefits payments due under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion provisions of his or her Annual Base Salary, at the rate then in effect, which shall Technology Development Incentive Plan as such may have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied established by the Employee’s Annual Base Salary in effect immediately administrator of such plan prior to the date on which the Change in Control occursof termination.

Termination by the Company Without Cause. a. At any time during The Company may terminate the TermExecutive’s employment hereunder Without Cause, in which event the Company may elect to terminate this Agreement and Employeethe Executive’s employment with immediately or upon the expiration of a set period not to exceed 30 days, as set forth in a written notice to the Executive. During any period between the Executive’s receipt of such notice and the date of termination, the Executive may be relieved of his duties as specified herein and assigned alternate duties by the Board of Directors. (i) If the Company without cause for any reason or no reason by notifying Employee in writing of terminates the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and EmployeeExecutive’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment by the Company without cause other than hereunder Without Cause and not within six (6) months before or within two (2) years after one year following a Change in Control (a “Window Period”of Control, then, subject to Section 7(f), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement Executive shall immediately terminatereceive, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months 60th day following the termination date of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Periodtermination, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to his then current Base Salary for the product remaining term of three (3) multiplied the Agreement, but in no event for a period of less than six months. In addition, all of Executive’s unvested equity awards that were granted to the Executive by the EmployeeCompany as compensation and that have not previously been forfeited, exercised or settled will immediately vest on the date of termination notwithstanding any provision in an equity award agreement to the contrary. All benefits shall cease on the date of termination. (ii) If the Company terminates the Executive’s Annual employment hereunder Without Cause within one year following a Change of Control, then, subject to Section 7(f), the Executive shall receive, in a lump sum on the 60th day following the date of termination, an amount equal to 200% of his then current Base Salary in effect immediately prior following such date of termination of employment. In addition, all of Executive’s unvested equity awards that were granted to the Executive by the Company as compensation and that have not previously been forfeited, exercised or settled will immediately vest on the date of termination notwithstanding any provision in an equity award agreement to the contrary. All benefits shall cease on which the Change in Control occursdate of termination.

Termination by the Company Without Cause. a. At If 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, 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 effective 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 time during benefit plan or program of the TermCompany in which Employee participated. In addition, subject to Section 5.7 below, the Company may terminate this Agreement shall provide Employee: (a) an amount equal to 80% 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 with not terminated (provided, that, in no event shall such payment occur later than the Company without cause date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); (b) continued payment of Employee’s monthly Base Salary, in arrears, for any reason or no reason by notifying Employee in writing a period of 18 months following the date of termination; provided, however, that the first such payment shall be made on the Company’s intent first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, without interest, that would have otherwise been made pursuant to terminate, specifying in such notice this Section 5.4(b) between the effective termination date, and this Agreement and date of Employee’s termination of employment with and the Company shall terminate at the close of business First Payment Date; and (c) for that period beginning on the termination date specified in of the Company’s notice. b. Upon termination of Employee’s employment by and for so long during the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a 18-month period of one year following the date of termination that Employee remains eligible to receive, and elects to receive, continuation of employmentcoverage 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, if that to receive such severance compensation exceeds two times the maximum amount that may reimbursement, Employee must not be taken into account eligible to receive health insurance benefits under a qualified any other employer’s group health plan pursuant to section 401(a)(17) and Employee must provide Company with documentation evidencing his payment of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” applicable premiums within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within thirty (30) days following of their payment. The Company’s payments of COBRA reimbursements shall be made within thirty (30) days of its receipt of such a termination ordocumentation; provided, if laterhowever, the Company will 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 a Change in Controlreimbursement payment shall include all payments, a lump sum severance payment in an amount equal without interest, that otherwise would have been made pursuant to this Section 5.4(c) between the product date of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to termination of employment and the date on which that the Change in Control occursRelease became irrevocable.

Termination by the Company Without Cause. a. At any time during the Term, the Company may terminate The Executive’s employment under this Agreement and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. b. Upon termination of Employee’s employment may be terminated by the Company at any time without cause other than within six Cause by the Company upon sixty (660) months before or within two (2) years after a Change in Control (a “Window Period”)days’ prior written notice to the Executive. Upon any such termination of the Executive’s employment, all obligations of the Company’s obligation to pay and provide Employee compensation and benefits Company under this Agreement shall thereupon immediately terminateterminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, except: (a) subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall continue to pay Employee that portion of the Executive his or her Annual Base Salary, Salary at the rate then in effect, which shall have been earned through effect pursuant to Section 4(a) for a period of twelve (12) months from the termination date; (b) the Company Date of Termination and shall pay or provide Employee such other payments and benefitsto the Executive in monthly installments over the year, an amount equal to the Executive’s cash bonus, if any, which have accrued hereunder before received in respect of the year immediately preceding the year of termination date; and (c) in additionpursuant to Section 4(b). Effective on the date of termination, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account (s) The Company shall also pay Employee severance compensation after 100% of the termination costs to provide up to three (3) months of employment equal to outplacement support services at a level appropriate for the EmployeeExecutive’s Annual Base Salary title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the rate time of Annual Base Salary in effect immediately prior to termination for a period of one year following twelve (12) months from the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) termination. Termination of the Internal Revenue Code Executive without Cause shall not impact the eligibility of 1986, as amended (the “Internal Revenue Code”) in Executive to receive technology incentive compensation payments due under the year provisions of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employmentTechnology Development Incentive Plan. c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment in an amount equal to the product of three (3) multiplied by the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occurs.